Lawofcontracts 05 Willuoft

THE
LAW OF CONTRACTS
BY
SAMUEL WILLISTON,
DANE PROFESSOR OF LAW
IN
LL.D.
HARVARD UNIVERSITY
VOLUME V
FORMS
BY
CLARENCE M. LEWIS
NEW YORK
BAKER, VOORHIS & CO.
1931
COPYRIGHT, 1922
BY
BAKER, VOORHIS & COMPANY

in U. g.
J|.
INTRODUCTION
It was early recognized in planning for the TREATISE ON THE LAW OF CONTRACTS which I have written, that it was desirable, if not essential, that a book of forms should form a part of the undertaking. I did not think it desirable, how-
ever, that I should personally undertake this part of the work. It seemed better that one having fuller access to the files of
large city offices should be asked to prepare a volume of modern forms. The style of legal draftsmanship has changed greatly
in recent years, gaining in conciseness
and
clearness.
To secure
the benefit of this improved draftsmanship and also to avoid the danger of presenting forms which had not survived the test
of experience, it was necessary to obtain forms which, for the most part at least, had been in successful recent use. Mr. Lewis, who has prepared this volume, has been in a position to obtain use of a great number of forms which fulfill these requisites, and I am glad to have the volume prepared by him associated with those which I wrote.
SAMUEL WILLISTON.
PREFACE
In response to a
demand for a book
of
forms for use in connec-
on the Law of it advisable to have such deemed Contracts, his publishers a book prepared. As Professor Williston was unwilling to undertake the work and was of the opinion that it should be
tion with Professor Williston's great treatise
done by a lawyer in active practice, arrangements were made with the writer to prepare this book. The book is submitted to the profession in the belief that it will be found a helpful collection of practical forms not to be found elsewhere. It Jias been prepared with a full realization of the difficulty and necessity of measuring up to the high standard set by Professor Williston and with the hope that it may serve as a useful supplement to his treatise. In view of the form books now available, no attempt has been made to cover the whole field of ordinary forms. Emphasis has been placed on certain types of contracts and clauses that are not contained in the ordinary form books, but which are becoming more important to practicing lawyers in the newer and more complicated phases of commercial growth. For instance,
contracts regulating industrial relations, concerning
motion pictures, separation agreements and factors' agreements have been given prominence. Leases have been included because of the great importance of this form of contract. An effort has been made to include as far as possible only forms and clauses based upon those which have been construed by the Courts or have been used in actual practice. Cases construing the contracts and clauses and from which many of the forms have been adapted are cited. In preparing and editing the forms, certain principles have been observed. The designations "Party of the First Part" and " Party of the Second Part" have been eliminated whereever possible. For convenience in understanding the form names of (since parties have been omitted) the parties have been referred to in the opening of the contract by an approp-
iv
riate designation
PEEFACE
such as "Landlord" and "Tenant," "Buyer"
and
"Seller," "Principal"
is
and "Agent," and the same
desig-
used throughout. In practice it is better to use an actual designation if the contract is between individuals, their names; if between corporations, abbreviations or descripnation
tive appellations, because then the reader knows immediately to whom any paragraph of the contract refers without turning
back to the beginning of the contract. Each paragraph has been numbered. Long clauses have been avoided, and, as far as possible, each clause refers to a separate matter. At the risk of repetition certain usual, clauses such as provisions for arbitration
and liquidated damages have been
in-
cluded in the complete contracts. This obviates references to different parts of the book in the use of any one form.
has been possible, the forms have been keyed to the text of Professor Williston's work on Contracts, thus affording ready reference to the substantive law on the subject. A table of forms arranged according to the sections of Williston on Contracts will enable the reader of a section of the text
it
Whenever
to find the appropriate form. Thanks are due to many members of the bar, too to mention, for the use of forms prepared by them,
cially
child,
numerous and espeto my partners, Walter N. Seligsberg and Jay Leo Rothswithout whose assistance and indulgence it would have
this
been impossible to prepare
volume.
will
Comments,
criticisms
and suggestions
be appreciated.
CLAEENCE M. LEWIS,
43 Cedar Street,
New York, October 1,
New York City.

1921.
TABLE OF CONTENTS
ARBITRATION AGREEMENTS
Arbitration clauses
Page
1
Arbitration agreement adopted by the Public Service Commission of York with the Interborough Rapid Transit Company of New York
New
3 5 6
United States Shipping Board Charter, bare boat form Submission approved by New York Chamber of Commerce
II
BUILDING CONTRACTS
The standard documents
of the American Institute of Architects Notes on the standard documents
9
10 12 31
The general conditions of the contract The standard form of bond The standard form of agreement between contractor and sub-contractor
Standard form of acceptance of sub-contractor's proposal Agreement between contractor and owner Agreement between owner and architect Agreement between owner and architect on the fee plus cost system. Agreement between contractor and owner
Building contract Building contract
cost plus basis cost plus basis another form
33 36 39 46
51
55 61 72
Cost plus contract
form used by United States government during war for 84 97 99 689
war construction
Contract between contractor and owner for excavation Building contract between general contractor and sub-contractor
Architect's
Agreement on cost plus
basis
III
COMMERCIAL CONTRACTS
Letters of credit
109
109
Letter of advice
Credit advice
Letter of credit
;
110
Ill
.
Contract for sale of silk approved by silk association of America Contract for sale of goods on consignment Conditional sale agreement Contract between manufacturer and distributor for sale of product
112
117 118
erection
of plant agreement to supply wants of distributors forfeiture of rights of sale rights to use trade name 121 right to assign to corporation
VI
TABLE OF CONTENTS
in for sale of manufacturer's or distributor's products
Agreement
store
Page department
/
general
Contract licensing patented amusement game or device License agreement to manufacture and sell patented commodity
form
License agreement to form provisions for arbitration, rebates, accounting for limited territory
127
manufacture and
sell
patented commodity
another
V) ^ 10
1
special provisions
Patent license to manufacture License to use patented invention

royalties, profits,
137
contract of
employment
of inventor-
compensation
limited arbitration
separate accounting
system 146 Contract of exclusive agency for sale of merchandise 149 of secret for process Contract exploitation Contract for purchase of secret process Contract for sale of business including good-will with covenant not to compete 156 Contract appointing exclusive sales agent
Pledge of stock as collateral security
160
artist or writer for
Agreement between news syndicate and

newspapers
work
to be sold to
ICO
Agreement
attorney
for sale
of accounts by merchant to finance company
power
of
168 173 177
Agreement for sale of accounts to finance company another form Agreement between banker and merchant for advances against assigned accounts
assignment of accounts
Factor's agreement Factor's agreement
182 194 another form Factor's agreement another form principal engaged in selling merchan203 dise both on its own account and as agent for others Deed of trust agreement between debtor and creditors for management of 213 business by trustees
Agreement between
extension
creditors
and embarassed solvent debtor, providing
for
formation of corporation controlled by creditors
217
rv
CORPORATE AGREEMENTS STOCK TRANSACTIONS

Agreement for consolidation of corporations under laws of several states. ... 221 Agreement creating trust of stock of Equitable Life Assurance Society of the
United States Voting trust agreement Pledge of stock to secure loan Escrow of stock to prevent sale or alienation Contract between stockholders of corporation for control of stock
Underwriting agreement Stockholders' committee
Deposit agreement Deposit agreement
deposit agreement contemplating plan of reorganization option to purchase stock
another form..
229 233 239 240 243 245 252 263 291
TABLE OF CONTENTS
Page
Protective agreement
deposit of bonds with committee to avoid foreclosure
of mortgage Agreement between creditors protect mutual interests
303
of
bankrupt corporation for joint action to

310
.
315 Reorganization agreement railroad company Contract for formation of company exclusive services to be rendered by one of the parties transfer of stock 335 4 Trust agreement stock in corporation provision for continuation by a suc-
Agreement for purchase price from dividends
cessor trustee of separate partnership of trustee 337 of stock in corporation payment of part of purchase restrictions against alienation 343
EMPLOYMENT CONTRACTS
Salesmen's contracts
346 Contract employing salesman exclusive agency limited territory drawing account provision with agreement to repay unearned draw346 ings option for renewal Contract between employer and salesman furnishing bond repayment of overdrawn commissions collection of moneys for principal 348
:
.
Salesman's contract authority to employ sub-salesman Employers' Contracts with executives
350 352
Employer and Manager

ally in stock of
company
provision for share of profits to be paid partito continue from year to year unless earlier
terminated
352
of executive with provision for sharing of profits as of executive
Employment
pensation
com355
Employment
tion
provision for sharing of profits as compensa-
another form 355 of General Manager by corporation provisions for elimination from control, salary to continue sttock payments in escrow. 357 359 Employment of General Manager by corporation simple form Employment of Manager of one of chain of retail stores cash deposit
Employment
as security
Employments of actors Actor and Manager
term of employment as long as employment satisfactory 360 362 362 general form
364 369 372 372 373
Producing Manager's Association and Actor's Equity Association Standard Form of Actor's contract Contract between producer and actor Contracts of employment respecting real property Contract granting exclusive agency to rent real estate Agreement between owner of real estate and agent for care of property
TABLE OF CONTENTS
VI
CONTRACTS FOR DRAMATIC PRODUCTIONS

Page
Standard Form of
Contract for production of play, of America, Inc., and the Producing ManAuthors' the League adopted by
Minimum Dramatic
agers' Association
for production of play Agreement between author and producers
375 383
VII
AUTHOR AND PUBLISHER

387 Contract between author and publisher for legal work and receiving Agreement for publication of book, author reserving copyright 388 royalties 391 between author and publisher another form
Agreement Contract between author and publisher

copyright
for sale of manuscript with right to
392
the
Standard form of publishing contract approved and published by Authors' League of America
684
VIII
EMPLOYMENT CONTRACTS MISCELLANEOUS

Agreement
for services of baseball player
393
IX
LABOR PROTOCOLS
The Hart, Schaffner and Marx Labor agreement Labor agreement Manhattan Silk Co. and others with Amalgamated Textile Workers of America Agreement Cleveland Garment Manufacturers' Association and International Ladies' Garment Workers' Union Agreement between The Associated Clothing Manufacturers and The Amalgamated Clothing Workers of America Agreement between Henry Sonneborne & Co., Inc., and the Amalgamated Clothing Workers of America Agreement Strouse and Bros., Inc., and the Amalgamated Clothing Workers of America Agreement Clothing Exchange of Rochester and Amalgamated Clothing Workers of America Agreement New York Clothing Trade Association Agreement between Cloak, Suit and Skirt Manufacturers' Protective Association and various labor Unions
.
.
401
420
430
435
439
442 446 448
453
TABLE OF CONTENTS
ix
X
LEASES
Page
Lease of building for long term with clauses appropriate for use in other Indexed and annotated leases 458 Lease providing for erection of building by landlord 477 Long time lease with provision for erection of building by tenant index to
clauses
Lease of co-operative apartment Lease of apartment in New York City Lease simple form Lease of theatre for exhibition of high class motion pictures
Farm
lease contract (livestock in partnership)
Crop share farm lease contract (livestock encouraged) Notes on crop share farm lease
Lease of department in department store Option for renewal of lease
Guaranty Guaranty
of lease of lease
another form
485 513 524 532 533 539 548 546 553 558 558 559
XI
MOTION PICTURE CONTRACTS

560 563 Contract with salesman to procure rentals of motion picture 566 Contract for production and distribution of motion pictures 568 Sale of foreign rights of film 587 Purchase from author of motion picture rights of an original unpublished work 595 Purchase of motion picture rights to a published magazine story 597 Purchase from author of all rights to an original unpublished work 598
Employment contract for motion picture Employment of actor for motion picture
director
XII
PARTNERSHIP AGREEMENTS
Partnership contract
after
general form with provision for continuation of firm withdrawal of one partner option to one continuing partner to retire
600 upon notice and become special partner Agreement provision for continuation of firm in event of death of one partner control by one partner rights of legal representatives of deceased
partner
606
Agreement expiration on one year's notice of cancellation contributions to division of profits drawing accounts death of capital treated as loans partner capital to remain in firm payments to estate of deceased partner use of firm name on dissolution 608 Agreement partners to devote time to partnership exclusively no speculative ventures
to
assume rights and

.
without knowledge of other partners legal representatives liabilities of deceased partner but with no voice in
business.
.611
TABLE OF CONTENTS
Page
Agreement
members partners repartners admitting employees as new will drawing accountstaining ownership of present assets and good
death of one of partners
615
financial affairs Agreement Senior member owning all assets and directing and business of partnership payments to estate of deceased partner use
of firm
name
Limited Partnership general form special provisions nature Partnership agreement miscellaneous provisions of special form of for dissolution simple partnership Agreement Agreement of dissolution of partnership another form
618 620 623 627 628

631 632 634
Agreement
of dissolution of partnership assignment of equalization of capital contributions accounting Purchase by surviving partner upon death of partner
some
of assets-
Agreement of partner to withdraw upon payment
XIII
CONTRACTS AFFECTING REAL PROPERTY

635 Contract for purchase and sale of real property 637 Contract for exchange of real property Contract for sale of real estate reserving right of seller to cancel in the event of 640 his failure to acquire title 641 Contract for purchase of building to be constructed
Agreement for participation of interest Agreement subordinating mortgage

Building
in
mortgage
Loan contract
Agreement extending time for payment of mortgage Collateral bond to secure payment of mortgage
645 647 649 655 659
XIV
SEPARATION AGREEMENTS
general form Agreement provision for reduction of payments come of husband Agreement Trustee Common Law form
Separation agreement
661
in proportion to
reduced in-
664 666
Agreement with provision for support of children insurance of life for benefit of wife and children lease of apartment by husband for use of wife and
children
general form
clause for adjusting
Separation agreement after commencement of action
payments with income
668 673 674 676
TABLE OF CONTENTS
xi
MISCELLANEOUS CLAUSES
XV
Page
Relieving from performance for various causes Excusing delivery for shortage of labor
Strike clause
Limiting credit of purchaser

Entitling seller to replace defective merchandise Limiting liability of carrier for negligence
Requiring payment of minimum license fee Promissory note for purchase price of merchandise with provision that shall remain in seller until note is paid acceleration clause
677 677 680 681 681 681 682

title
682
THE LAW OF CONTRACTS

ARBITRATION
Form
of Arbitration Clause
l
Recommended by Chamber
of
Commerce
Williston
of the State of
New York
Sections 227, 677, 767, 798, 1421, 1719 to 1723, 1925 to 1930.
275,
Laws of New York, Chap.

Spiritusfabriek N. E. 288.
v.
Laws of
1920.
Sugar Products Co., 230 N. Y. 261, 130
In re Division 132 of Amalgamated Street and Electrical Employee of America, 196 App. Div. 206, 188 N. Y. Supp. 353. Matter of General Silk Importing Co. Inc., 198 App. Div.
16,
189 N. Y. Supp. 391;

of
Matter
Yeannakopoulos, 195 App. Div. 261, 186 N. Y.
Supp. 457;
Matter of Palmer N. Y. Supp. 369;
&
Pierce, Inc., 195
App. Div. 523, 186

154.
Re Shima &
Co., 113 Misc. 612, 186
N. Y. Supp.
In re Lowenthal, 191 N. Y. Supp. 282. C. Itoh v. Boyer, 191 N. Y. Supp. 290. "Any dispute arising under, out of, or in connection with, or in relation to this contract, shall be submitted to arbitration under the rules, for the time being, of the Committee on Arbitration of the Chamber of Commerce of the State of New York.
The validity, enforcibility and interpretation of any of the clauses of this contract shall be determined and governed by
the law of the State of
Arbitration Clause-
'
New
York."
Matter
154.
of
Shima & Co.,
Ltd., 113 Misc. 612, 186
N. Y. Supp.
"Any
differences arising
1 The Arbitration Law of the has been held inapplicable to suits in the federal courts. v. Red Cross Line, 276 Fed. 319.
between the parties to this contract State of New York (Chapter 275, Laws of 1920)
Atlantic Fruit
Company
do not invalidate same, but shall be settled by arbitration at New York, unless otherwise specified herein, and decision by such arbitration shall be final and binding on both parties."
Arbitration Clause
Matter
of
Yeannakopoulos, 195 App. Div. 261, 186 N. Y.
Supp. 457.
dispute arising in the execution of this contract to be submitted to arbitration in New York."
"Any
Arbitration Clause
v. Durand, 194 App. Div. 248, 185 N. Y. Supp. 187. "All disputes and differences arising out of this contract shall be settled and finally determined in the City of New York, by arbitration in the following manner: Each party to this agreement shall appoint an arbitrator. If the two arbitrators so appointed cannot agree within a month after their appointment, they will select a third arbitrator. The decision in writing of the three arbitrators, or any two of them, shall be final and binding upon the parties therein, who shall conform to and
Hudson Trading Co.
abide by said decision. If either party fails to appoint his arbitrator within 14 days after notice in writing requiring him to
do
the arbitrator appointed by the other party shall act both his decision in writing shall be final and binding upon both parties, as if he had been appointed by consent, and both parties thereto shall conform to and comply therewith."
so,
for
Arbitration Clause
"In case of any dispute between the parties hereto as to their rights hereunder against each other the same shall be settled by arbitration, as follows Either party may, by written notice
:
to the other, appoint an arbitrator. Thereupon, within ten days after the giving of such notice, the other shall by written
notice to the former appoint another arbitrator, and in default of such second appointment the arbitrator first appointed shall
be sole arbitrator.
When any two

if
arbitrators
have been
appointed as aforesaid, they shall, third arbitrator and shall appoint
possible, agree upon a him by notice in writing,
ARBITRATION
signed
one of which triplicate notices shall be given to each party hereto; but if ten days shall elapse after the appointment of the second arbitrator without
of in triplicate,
by both
them
notice of appointment of the third arbitrator being given as aforesaid, then either party hereto (or both) may in writing
request the person who is at the time the Chairman or Acting Chairman of the Arbitration Committee of the Chamber of
City to appoint the third arbitrator, of the third arbitrator (whichever way appointed as aforesaid) the three arbitrators shall meet and shall give opportunity to each party hereto to present his case
of
Commerce
New York
and upon appointment
and witnesses,
then
if
make
their
any, in the presence of the other, and shall award; and the award of the majority of the
upon the parties hereto and judgment may be entered thereon in any court having jurisdiction. Such award shall include the fixing of the expense of the arbitration and assessment of same against either or both parties."
arbitrators shall be binding
Form
ice
Agreement adopted by the Public ServCommission for the First District of the State of New York
of Arbitration
with the Interborough Rapid Transit
Company
of
New York.
for the
[Vol. IV (1913) Reports of Public Service First District, State of New York.]
Commission
"
CHAPTER VI
ARBITRATION
"
"
ARTICLE XXX. If the Commission or the Lessee shall desubmit to arbitration any matter of difference arising under any provision of this contract in respect of which it is therein provided an arbitration may be had, then such matter of difference may be submitted to arbitration. Such arbitration shall be conducted as follows: Either the City, acting by the
sire to
Commission, or the Lessee, may give written notice to the other that it requires the matter arising hereunder to be submitted to arbitration, and shall at the same time name a disinterested
notice by a written person as an arbitrator, and accompany the Within thirty acceptance by the arbitrator of the nomination. the such of the after receiving party notice, receipt (30) days
the same shall
name a disinterested person as an arbitrator, and
other party, the give written notice of such nomination to the notice to be accompanied by a written acceptance by the arbitrator of the nomination. If the party to whom notice of
given shall not so nominate an arbitrator, who then the arbitrator named by the party giving the first notice shall be the sole arbitrator. The Commission and the Lessee shall upon the nomination of the second arbitraarbitration
is
shall so accept,
tor select a third arbitrator ; but
if
they
fail
to agree
upon such
third arbitrator within thirty (30) days after the date of the nomination of the second arbitrator nominated, the third
nominated by the Chief Judge of the Court of Appeals of the State of New York; or if within fifteen (15) days after being requested by either the Commission or the Lessee to make such nomination, the said Chief Judge shall decline or fail to make a nomination, then an arbitrator shall be nominated, upon the request of the Commission or the Lessee and within a period of fifteen (15) days by any Associate Judge of said Court of Appeals in order of seniority; or if within such periods the said Judges shall decline or fail to make a nomination, then the third arbitrator shall be nominated by the
arbitrator shall be
President or Acting President for the time being of the Chamber of Commerce of the State of New York. The arbitrators shall
hear the parties and their counsel or any statements or evidence which the parties or either of them desire to submit. The failure to give the notice provided for in Article XXIX shall not preclude the party failing to give such notice from setting up
counterclaims growing out of or incident to the matter as to which the other party shall have given such notice. Either
party may, upon two
(2) days' notice (Saturdays, Sundays and to the other, bring on the subject in dispute Holidays excepted) for hearing before the arbitrators. Within thirty (30) days after
such hearing commences, unless such time shall be extended for good cause by written order of the arbitrators or a majority of
in duplicate,
them, the arbitrators shall make their determination in writing one to be delivered to the Commission and the
ARBITRATION
other to the Lessee.
In case any vacancy shall at any time
occur by reason of the death, resignation or inability to serve of any arbitrator, his successor shall be nominated in the same
manner and within the same times (during which times the
other periods of time prescribed for or in the course of the arbitration shall be suspended) as above provided for in case of
the original nomination of such arbitrator and in case the
successor arbitrator shall not be nominated within such times
the remaining arbitrator or arbitrators shall be the sole arbitrator or arbitrators. Any determination by a majority of the
arbitrators shall be final
shall
and conclusive. Every such arbitrator be deemed to be employed both by the City and the
Lessee.
The
fees
and expenses
of the arbitrators (including
necessary expenses for stenographic and clerical services) and the expenses of the parties shall be assessed as the arbitrators
consider equitable and as they direct in their award, but such assessments so made shall not be charged to cost of construcEvery such tion, cost of equipment or to operating expenses.
arbitrator shall, before proceeding to consider the matter, be sworn as nearly as may be in the same manner as referees in actions at law are required to be sworn. "Provided, however, that if in any case, or for any reason an arbitration cannot validly be had as aforesaid, then the City or the Lessee, if in no way responsible for the failure of the arbitra.
suit or proceeding as either of them advised for the be may purpose of determining any of the matters for which an arbitration is herein provided."
tion,
may bring such action,
Arbitration Provisions of United States Shipping
Board
Charter, Bare Boat
Form
dispute of law or fact arising under this "Bare Boat Form," except as to the rate of hire and the compensation for actual or constructive total loss of the vessel and except as to
"Any
be decided by the United States Shipto the arbitration of three persons, referred ping Board, shall be
matters expressly
left to
one appointed by the owner, one by the United States, and the third by the two so chosen. They may proceed in any manner determined by themselves, and their decision, or that of any
two of them, shall be final, and for the purpose of enforcing any award hereunder the agreement may be made a rule of court. Such arbitration shall be a condition precedent to the commencement of any action."
Forms
of
Submission Suggested by the Chamber of

of the State of
Commerce
New
York
THE COMMITTEE ON ARBITRATION OF THE CHAMBER OF COMMERCE OF THE STATE OF NEW YORK.
and
Submission.
controversy, dispute or matter of difference between the undersigned having arisen and relating to a subject-matter the nature of which, briefly stated, is as follows
: .
We
do hereby voluntarily submit the same and
all
matters
and who shall select a third arbitrator from the "LIST OF OFFICIAL ARBITRATORS," compiled and established by the Committee on Arbitration of the Chamber of Commerce of the State of New York, for hearing and decision pursuant to
concerning the same to
the By-laws of the Chamber of Commerce of the State of New York, and the Rules and Regulations adopted by the Com-
Chamber of Commerce, and pursuant to Chapter 17, Title VIII, of the Code of Civil Procedure of the State of New York, 1 and we agree to stand to, abide by and perform the decision, award, order, orders and judgment
mittee on Arbitration of the
that
may
therein
of, this
and thereupon be made under, pursuant and

submission.
by virtue
further agree that a judgment of the Supreme Court of the State of New York may be entered in any County
in the State of
And we do
New York
thereon.
all respects waive any right to withdraw from or revoke this submission after the arbitrator or arbitrators
We
do also in
accept their appointment hereunder, hereby expressly and

1
Now
Article 84, Civil Practice Act.
ARBITRATION
specifically waiving the provisions of Section of Civil Procedure.
7
2383 of the Code
and
Submission.
controversy, dispute or matter of difference between the undersigned having arisen and relating to a subject-matter the nature of which, briefly stated, is as follows:
. .
do hereby voluntarily submit the same and all matters as Arbitrator, concerning the same to selected by us from the "LIST OF OFFICIAL ARBITRATORS," compiled and established by the Committee on Arbitration of
We
Chamber of Commerce of the State of New York, for hearing and decision pursuant to the By-laws of the Chamber of Commerce of the State of New York, and the Rules and Regulations adopted by the Committee on Arbitration of the Chamthe ber of Commerce, and pursuant to Chapter 17, Title VIII of 1 the Code of Civil Procedure of the State of New York, and we agree to stand to, abide by and perform the decision, award,
order, orders
and judgment that may therein and thereupon be
made under, pursuant and by virtue of, this submission. And we do further agree that a judgment of the Supreme
Court
of the State of
New York, may be entered in any County

thereon.
in the State of
New York
do also in all respects waive any right to withdraw from or revoke this submission after the arbitrator or arbitrators accept their appointment hereunder, hereby expressly and specifically waiving the provisions of Section 2383 of the Code
of Civil Procedure.
1
We
Now Article 84, Civil Practice Act. Now repealed because replaced by the
Arbitration Law,
Laws
of 1920,
Chap.
275.
and
Submission.
controversy, dispute or matter of difference between the undersigned having arisen and relating to a subject-matter the nature of which, briefly stated, is as follows:
We
do hereby voluntarily submit the same and
all
matters
as Committee on concerning the same to Arbitration of the Chamber of Commerce, or a quorum thereof, as Arbitrators selected by us for hearing and decision pursuant
New
Chamber of Commerce of the State of York, and the Rules and Regulations adopted by the Committee on Arbitration of the Chamber of Commerce, and
to the By-laws of the
pursuant to Chapter 17, Title VIII, of the Code of Civil Procedure of the State of New York, and we agree to stand to, abide by and perform the decision, award, order, orders and judgment that may .therein and thereupon be made under,
pursuant and by virtue of, this submission. And we do further agree that a judgment of the Supreme Court of the State of New York may be entered in any County
in the State of
New York thereon.
all respects waive any right to withdraw from or revoke this submission after the arbitrator or arbitrators
We do also in
accept their appointment hereunder, hereby expressly and specifically waiving the provisions of Section 2383 of the Code
of Civil Procedure.
Dated,
New
York.
BUILDING CONTRACTS
Williston
Sections 63, 130, 372, 418, 422
n.,
433, 493, 615,
642, 680, 688, 689, 699, 704, 724, 741, 785, 789, 794, 797,
798, 805, 811, 842, 848, 849, 875, 893, 1240-1243, 1341,
1347, 1363, 1423, 1460, 1475, 1480-1485, 1767, 1806, 1940, 1948, 1959, 1964, 1965, 1966, 1975, 1977.
THE STANDARD DOCUMENTS OF THE AMERICAN

INSTITUTE OF ARCHITECTS
THE AMERICAN INSTITUTE OF ARCHITECTS ISSUES THE FOLLOWING STANDARD DOCUMENTS: A. FORM OF AGREEMENT AND GENERAL CONDITIONS OF THE CONTRACT, B. BOND OF SURETYSHIP, C. STANDARD FORM OF AGREEMENT BETWEEN CONTRACTOR AND SUBCONTRACTOR, D. LETTER OF ACCEPTANCE OF SUBCONTRACTOR'S PROPOSAL. THE DOCUMENTS ARE PUBLISHED AND FOR SALE BY THE INSTITUTE AT ITS HEADQUARTERS, THE OCTAGON HOUSE, WASHINGTON, D. C., AND BY DEALERS IN ALL OF THE LARGE CITIES.
The Standard Documents have
received the approval
of the National Association of Builders' Exchanges, the National Association of Master Plumbers, the
National Association of Sheet Metal Contractors of

the United States, the National Electrical Contractors' Association of the United States, the National
Association of Marble Dealers, the Building Granite Quarries Association, the Building Trades Employers'
Association of the City of New York, and the Heating and Piping Contractors National Association.
THIRD EDITION, COPYRIGHT 1915-1918 BY
THE AMERICAN INSTITUTE OF ARCHITECTS

THE OCTAGON HOUSE, WASHINGTON,
9 D. C.
10

NOTES ON THE STANDARD DOCUMENTS
THE CONSTRUCTION OP THE DOCUMENTS
1
An
Agreement, Drawings and Speci-
fications are the necessary parts of
they are correctly termed the Contract Documents. Statements made in any
of
Many conditions building contract. a general character may be placed at will in the Agreement or in the Specifications.
one of them are just as binding as made in the Agreement.
if
wise to asis, however, semble them in a single document and, since they have as much bearing on the Drawings as on the Specifications, and even more on the business relations
It
The Institute's forms, although intended for use in actual practice, should also be regarded as a code of
reference representing the judgment of the Institute as to what constitutes
of
the contracting parties, they are properly called the "General Con" As the Agreeditions of the Contract
.
ment, General Conditions, Drawings
and Specifications are the constituent elements of the contract and are acknowledged as such in the Agreement,
good practice and as such they may be drawn upon by architects in improving their own forms. Although the forms are suited for use in connection with a single or general contract, they are equally applicable to an operation conducted under separate contracts.
NOTES ON THE AGREEMENT

As the laws relative to the following matters vary in the several States, and as the statements made below are true only in a broad way, the provisions
of the laws of the State in
of
or legal title of the parties. In the case an individual or a firm, the address the name.
If
of the place of business should follow
which the building is to be erected should be ascertained from counsel, and the details of the contract documents should be arranged in conformity therewith.
Date of
the
the best practice
is
to be observed,
the
name
of each partner as well as
that of the firm should be inserted at the place where the names of the contracting parties first appear in the
Agreements
Agreement. executed
on
Sunday
are generally void by statute.
"John Brown, Agreement. Thus, Richard Jones and William Robinson, In trading as John Brown & Co."
this
Payments for materials
delivered but not
incorporated in the work.
who
way the names of all the individuals are to be made severally as well as
On page
2 the definite system of
jointly liable for the performance of
payment which was printed on the Cover of the second edition, is now printed in the body of the agreement and a blank line is left to permit the easy insertion, when desired, of a clause covering payments for materials delivered
the contract are indicated. In the case of a corporation, use the exact title followed by a statement as
to the place of incorporation,
e.
g.,
"Palmer Construction Co., a corporation under the laws of the State of

Delaware."
In the case of a voluntary
association (unless some state statute authorizes the association as such to
but not incorporated in the
work.
Names
1
of the Contracting Parties. Ascertain and use the exact
name
enter into contracts in
its
associate
These notes are not sponsored by the author.
From a
strictly legal
view some
of the
comments are not
technically accurate.
BUILDING CONTKACTS
name) insert the names of the officers and some responsible members so that all become personally bound by their
signatures.
1.
11
That the corporation has the
right to enter into the proposed contract.

2.
That
it
has exercised that right

officer
Signatures of Contracting Parties, See that the signatures agree exactly with the names of the parties as first written in the Agreement. In the case
of a firm, the signature of the firm name by one of the partners, in nearly all cases, binds the firm and each of its
by
legal action.
3.
That the
has
executing the
contract
so to act
It is
been
duly authorized
by the
common
corporation. practice to assume that

if
the
Agreement,
signed
by the
members.
Obviously,
it
does not bind
president, sealed with the corporate seal and attested by the secretary,
special partners except to the extent It does not bind of their interest.
binds
the
signer's
authority
Unless the corporation. to sign contracts
the partners in case the contract be for something not within the scope of the firm's business.
On
account of the trouble of secur-
ing the signatures of the various partners, it is usual to accept the firm name
is a matter of comknowledge, however, there should be attached to the Agreement a certificate showing that general power to sign is fully vested in the one signing or else there should be attached a special
for the corporation
mon
signed by one of them, and hi that case the signature of a partnership should be the firm name, by
,
certificate
At a meeting
tors of the
such as the following: of the Board of Direcduly notified

19
the
ing,
name
of the general partner sign-
and held
present,
in
,
but again, if the most rigorous practice is to be followed, the signature
on a quorum being
will consist of the firm
name and
of
it was VOTED: That
that of each of the partners.

of a corporation should be followed by the signature of the
'
The name
be and he is hereby authorized and directed in the

the
name and on
officer
tract,
duly authorized to execute a con" Palmer Construction Co., e. g.,

President."
and under its corporate seal, and deliver a contract with

for
behalf of this corporation, to execute
by Peter Palmer,
seal
The
at
of
the
corporation
must be
for the
sum
of
$>
said
attached or impressed and attested by the proper officer, e. g., "Attest,
contract to be in such form and subject to
such conditions as said

fit.
Walter Palmer, Secretary." In the case of a voluntary association the signatures of its officers and of a
sufficient
shall see
is
And
said
di-
hereby further authorized and
rected in the
name and on behalf of
this
vidual
number of responsible indimembers to insure the carrying
seal,
corporation and under its corporate to execute and deliver to said

see
out of the financial obligation assumed by the contract should be secured. Authority to Execute a Contract.
(a)
Owner any bond or bonds he may

fit,
to secure the performance of said contract by this corporation.
By an
individual.
There
is
A
(c)
True Copy.
Attest
Secretary.
ordinarily no legal bar to the execution by an individual of a contract for the
By any
authority assuming to
employment
(&) is
of
execution of work
an architect or for the upon a building.

It
By a business corporation. important to know
expend public moneys. The validity of an agreement between such bodies and an architect for his services is so charged with danger that no architect
12

by any competent evidence. Witnesses are of use only when one of the parties claims that what purports to be his
signature
Seals.
is
should enter into such an agreement except under advice of competent

counsel.
Witnesses.
a forgery.
of
Witnesses at signing are not necessary.

If there are witnesses
there
may
The attachment
the seal
is
be embarrassment in producing them in case of a contest, whereas, if there are none the signatures may be proved
necessary part of the legal execution of a contract by a corporation.
TITLE PAGE
TITLE AND LOCATION OF THE
WORK
NAME AND ADDRESS OF THE OWNER
NAME AND ADDRESS OF THE ARCHITECT

TITLES OF DOCUMENTS
BOUND HEREWITH AND ENUMERATION OF DRAWINGS

I
THE GENERAL CONDITIONS OF THE CONTRACT

STANDARD FORM OF THE AMERICAN INSTITUTE OF ARCHITECTS
of the National Association of Builders' Exchanges, the National Association of Master Plumb'ers, the
National Association of Sheet Metal Contractors of the United States, the National Electrical Contractors'
Association of the United States, the National Association of Marble Dealers, the Building Granite Quarries
Association, the Building Trades Employers' Association of the City of New York, and the Heating and
Piping Contractors National Association.
THIRD EDITION, COPYRIGHT 1915-1918 BY THE AMERICAN INSTITUTE OF ARCHITECTS THE OCTAGON, WASHINGTON, D. C.
INDEX TO THE ARTICLES OF THE GENERAL CONDITIONS

1.
Definitions.
7.
Ownership of Drawings.
Samples.
12. Materials, Appliances,
2. 3.
Documents. Details and

tions.
8.
Employees.
13. Inspection
14.
Instruc-
9.
The Architect's Status. 10. The Architect's Decisions.

11.
of
Work.
Correction
Before
4.
5. 6.
Copies Furnished. Shop Drawings. Drawings on the Work.
Final Payment.
Foremen,
sion.
Supervi- 15. Deductions for Uncorrected Work.
BUILDING CONTKACTS
16. Correction After Final
13
37.
27. Certificates
and Pay-
Payment.
17. Protection
ments.
of
Owner's to Right Terminate Contract. Right to Stop Work or Terminate Contract.
Work
28.
Payments Withheld.
38. Contractor's
and Property.
18.
29. Liens.
Emergencies.
Insurance.
30. Permits
and and
Regu39.
19. Contractor's Liability
lations.
20.
Owner's
Liability
31. Royalties ents. 32.
Pat-
40.
Damages. Mutual Responsibility of Contractors.
Insurance.
21. Fire Insurance.
22.
23. 24. 25.
Use
of Premises.
41. Separate Contracts. 42. Assignment. 43. Subcontracts. 44. Relations
33. Cleaning up. 34. Cutting, 35. Delays. 36.
Guaranty Bonds. Cash Allowances. Changes in the Work. Claims for Extras.
Payments.
Patching
and Digging.
Owner's Right to do
tractor
of Conand Subcon-
tractor.
26. Applications for
Work.
45. Arbitration.
Article 1
(a)
Principles
and
The Contract Documents

and
Agreement, the General Conditions of the Contract, the Drawings

Specifications, including all modifications thereof incorporated in the documents before their execu-
Definitions. consist of the
tion.
These form the Contract.
(b)
(c)
The Owner, the Contractor and the Architect are those named as such in the Agreement. They are treated throughout the Contract Documents as if each were of the singular number and masculine gender. The term Subcontractor, as employed herein, includes only
and
those having a direct contract with the Contractor it includes one who furnishes material worked to
(d)
a special design according to the plans or specifications of this work, but does not include one who merely furnishes material not so worked. Written notice shall be deemed to have been duly served if delivered in person to the individual or to a member
an officer of the corporation for whom intended, or if delivered at or sent by registered mail to the last business address known to him who
of the firm or to
it is
gives the notice.

(e)
The term "work"
of the Contractor or Subcontractor
includes labor or materials or both.

(f)
All time limits stated in the Contract
Documents are
of the
essence of the contract.
14
(g)
The law
of the place of building shall tion of this contract.
govern the construc-
and Intent of Documents. The be shall Documents Contract signed in duplicate by the Owner and Contractor. In case of failure to sign the General CondiArchitect shall identify tions, Drawings or Specifications the
Art. 2. Execution, Correlation
them.
The Contract Documents are complementary, and what is called for by any one shall be as binding as if called for by all. The intention of the documents is to include all labor and
materials reasonably necessary for the proper execution of the work. It is not intended, however, that materials or work not
covered by or properly inferable from any heading, branch, class or trade of the specifications shall be supplied unless Materials or work dedistinctly so noted on the drawings.
scribed in words which so applied have a well-known technical or trade meaning shall be held to refer to such recognized
standards.
Art. 3. Detail Drawings
shall furnish,
tions,
and
Instructions.
The
Architect
with reasonable promptness, additional instrucof drawings or otherwise, necessary for the of the work. All such drawings and instrucexecution proper tions shall be consistent with the Contract Documents, true
by means
developments thereof, and reasonably inferable therefrom. The work shall be executed in conformity therewith and the Contractor shall do no work without proper drawings and In giving such additional instructions, the instructions. Architect shall have authority to make minor changes in the work, not involving extra cost, and not inconsistent with the
purposes of the building. The Contractor and the Architect, if either so requests, shall jointly prepare a schedule, subject to change from time to time in accordance with the progress of the work, fixing the dates at which the various detail drawings will be required, and the
Architect shall furnish
Under
like "conditions,
them in accordance with that schedule. a schedule shall be prepared, fixing the
dates for the submission of shop drawings, for the beginning of manufacture and installation of materials and for the completion of the various parts of the work.
BUILDING CONTRACTS
Art. 4.
15
Copies Furnished. Unless otherwise provided in the Contract Documents the Architect will furnish to the Contractor, free of charge, all copies of drawings and specifications reasonably necessary for the execution of the work.
Shop Drawings. The Contractor shall submit, with such promptness as to cause no delay in his own work or in that of any other contractor, two copies of all shop or setting drawings and schedules required for the work of the various trades and the Architect shall pass upon them with reasonable promptness. The Contractor shall make any corrections required by the Architect, file with him two corrected copies and furnish
Art. 5.
such other copies as may be needed. The Architect's approval of such drawings or schedules shall not relieve the Contractor
from responsibility for deviations from drawings or specifications, unless he has in writing called the Architect's attention
to such deviations at the time of submission, nor shall it relieve him from responsibility for errors of any sort in shop drawings
or schedules.
Drawings and Specifications on the Work. The Contractor shall keep one copy of all drawings and specifications on the work, in good order, available to the Architect and to his
Art. 6.
representatives All drawings, Art. 7. Ownership of Drawings and Models. furnished by the Architect specifications and copies thereof
.
are his property. They are not to be used on other work and, with the exception of the signed contract set, are to be returned to him on request, at the completion of the work. All models
are the property of the Owner.
all
The Contractor shall furnish for approval Art. 8. Samples. directed. The work shall be in accordance with as samples
approved samples. The Architect's Status. Art. 9.
The
Architect shall have
general supervision and direction of the work. He is the agent of the Owner only to the extent provided in the Contract Documents and when in special instances he is authorized by
the
Owner
so to act,
and
in such instances he shall,
upon
re-
has auquest, show the Contractor written authority. be thority to stop the work whenever such stoppage may necessary to insure the proper execution of the Contract.
He
16

is,
in the first instance, the interpreter of the conditions of the Contract and the judge of its performance, he
As the Architect
shall side neither shall use his
with the Owner nor with the Contractor, but powers under the contract to enforce its faithful
performance by both. In case of the termination of the employment of the Architect, the Owner shall appoint a capable and reputable Architect, whose status under the contract shall be that of the former
Architect.
Art.
10.
The
Architect's
Decisions.
The
on
Architect
all
shall,
claims of the within a reasonable time, make Owner or Contractor and on all other matters relating to the execution and progress of the work or the interpretation of the
decisions
Contract Documents.
The Architect's decisions, in matters relating to artistic effect,

shall
be
final, if
within the terms of the Contract Documents.
Except as above or as otherwise expressly provided in these General Conditions or in the specifications, all the Architect's
decisions are subject to arbitration. Art. 11. Foreman, Supervision. The Contractor shall keep
his work, during its progress, a competent foreman and any necessary assistants, all'satisfactory to the Architect. The foreman shall not be changed except with the consent of the Archi-
on
tect,
unless the foreman proves to be unsatisfactory to the Contractor and ceases to be in his employ. The foreman shall
represent the Contractor in his absence and all directions given to him shall be as binding as if given to the Contractor. Impor-
tant directions shall be confirmed in writing to the Contractor. Other directions shall be so confirmed on written request in
each case.
The
using his best
contractor shall give efficient supervision to the work, skill and attention. He shall carefully study
and compare all drawings, specifications and other instructions and shall at once report to the Architect any error, inconsistency or omission which he may discover.
Unless otherMaterials, Appliances, Employees. wise stipulated, the Contractor shall provide and pay for all
materials,
labor, water, tools, equipment, for the execution of the work. necessary
light
Art. 12.
and power
BUILDING CONTEACTS
17
Unless otherwise specified, all materials shall be new and both workmanship and materials shall be of good quality. The Contractor shall, if required, furnish satisfactory evidence as to the kind and quality of materials. The Contractor shall not employ on the work any unfit person or anyone not skilled in the work assigned to him.
The Owner, the Architect and Art. 13. Inspection of Work. their representatives shall at all times have access to the work wherever it is in preparation or progress and the Contractor
shall provide proper facilities for
If
such access and for inspection.

instructions,
the
specifications,
the
Architect's
laws,
ordinances or any public authority require any work to be specially tested or approved, the Contractor shall give the
Architect timely notice of its readiness for inspection, and if the inspection is by another authority than the Architect, of the date fixed for such inspection. Inspections by the Architect
be promptly made. If any such work should be covered up without approval or consent of the Architect, it must, if required by the Architect, be uncovered for examination at
shall
the Contractor's expense.
Re-examination of questioned work may be ordered by the Architect. If such work be found in accordance with the contract, the
Owner
placement. If contract, through the fault of the Contractor, the Contractor shall pay such cost, unless he shall show that the defect in the work was caused by another contractor, and in that event the
pay the cost of re-examination and resuch work be found not in accordance with the
shall
Owner
shall
pay such
cost.
Work Before Final Payment. The Contractor shall promptly remove from the premises all materials condemned by the Architect as failing to conform to the Contract, whether incorporated in the work or not, and the
Art. 14-
Correction of
Contractor shall promptly replace and re-execute his own work in accordance with the Contract and without expense to the Owner and shall bear the expense of making good all work of other contractors destroyed or damaged by such removal or
replacement. If the Contractor does not remove such condemned work and materials within a reasonable time, fixed by written notice,
18
the
Owner may remove them and may

If
store the material at
the expense of the Contractor. pay the expense of such removal within five days thereafter, the Owner may, upon ten days' written notice, sell such materials
at auction or at private sale and shall account for the net proceeds thereof, after deducting all the costs and expenses that
the Contractor does not
should have been borne by the Contractor. Art. 15. Deductions for Uncorrected Work.
If
the Architect
inexpedient to correct work injured or done not in accordance with the Contract, the difference in value
and Owner deem
it
together with a fair allowance for damages shall be deducted. Art. 16. Correction of Work After Final Payment. Neither
in the ConContractor of responsibility for faulty materials or workmanship and he shall remedy any
the final certificate nor

tract
payment nor any provision
Documents
shall relieve the
work resulting therefrom, which shall appear within a period of two The Owner shall give years from the time of installation.
defects due thereto
for
and pay
any damage
to other
notice of observed defects with reasonable promptness. All under this Article shall be decided under questions arising
Articles 10
Art. 17.
shall
and
45.
Protection of
Work and
Property.
The Contractor
continuously maintain adequate protection of all his work from damage and shall protect the Owner's property
from injury arising in connection with
this Contract.
make good any such damage

directly
or injury, except such as
due to errors in the Contract Documents.
He shall may be He shall
adequately protect adjacent property as provided by law and the Contract Documents.
Art. 18. Emergencies. In an emergency affecting the safety of life or of the structure or of adjoining property, not considered by the Contractor as within the provisions of Article 17,
then the Contractor, without special instruction or authorization from the Architect or Owner, is hereby permitted to act, at his discretion, to prevent such threatened loss or injury and he shall so act, without appeal, if so instructed or authorized.
Any compensation claimed to be due to him therefor shall be determined under Articles 10 and 45 regardless of the limitations in Article 25 and in the second paragraph of Article 24.
BUILDING CONTRACTS
Art. 19.
19
The Contractor Contractor's Liability Insurance. maintain such insurance as will protect him from claims under workmen's compensation acts and from any other claims for damages for personal injury, including death, which may arise from operations under this contract, whether such opershall
ations be
by himself
or indirectly employed
insurance shall
shall
by any subcontractor or anyone directly by either of them. Certificates of such be filed with the Owner, if he so require, and
or
be
subject
to
his
approval
for
adequacy
of
pro-
tection.
Art. 20. Owner's Liability Insurance. The Owner shall maintain such insurance as will protect him from his contin-
gent liability for damages for personal injury, including death,
which
may
.
arise
Art. 21
from operations under this contract. Fire Insurance. The Owner shall effect and main-
tain fire insurance

of this contract
is
upon the
to be
entire structure
all
on which the work
cent thereto and
materials, in or adjaintended for use thereon, to at least eighty
done and upon
per cent of the insurable value thereof. The loss, if any, is to be made adjustable with and payable to the Owner as Trustee
for
whom
it
may
concern.
If
All policies shall be open to inspection by the Contractor. the Owner fails to show them on request or if he fails to effect
or maintain insurance as above, the Contractor may insure his own interest and charge the cost thereof to the Owner. If
the Contractor
is
damaged by
failure of the
Owner
to maintain
such insurance, he
If
may
recover under Art. 39.
Owner as for the bond loss, give shall, upon He shall deposit any money proper performance of his duties. received from insurance in an account separate from all his other funds and he shall, distribute it in accordance with such
required in writing
by any party
in interest, the
Trustee
the occurrence of
agreement as the parties in interest may reach, or under an award of arbitrators appointed, one by the Owner, another by
joint action of the other parties in interest, all other procedure being in accordance with Art. 45. If after loss no special agree-
ment
is made, replacement of injured work shall be ordered under Art. 24. The Trustee shall have power to adjust and settle any loss
20
with the insurers unless one of the contractors interested shall of the occurrence object in writing within three working days of loss arid thereupon arbitrators shall be chosen as above. The Trustee shall in that case make settlement with the insurers in accordance with the directions of such arbitrators, who shall also, if distribution by arbitration is required, direct
such distribution.
Guaranty Bonds. The Owner shall have the right to require the Contractor to furnish bond covering the faithful performance of the contract and the payment of all obligations arising thereunder, in such form as the Owner may prescribe and with such sureties as he may approve. If such bond is
Art. 22.
required by instructions given previous to the receipt of bids, the premium shall be paid by the Contractor; if subsequent thereto, it shall be paid by the Owner.
The Contractor shall include in named in the Contract Documents and shall cause the work so covered to be done by such contractors and for such sums as the Architect may direct, the contract sum being adjusted in conformity therewith. The Contractor declares that the contract sum includes such sums
Art. 23.
Cash Allowances.
the contract
sum
all
allowances
and profit on account of cash allowances as he deems proper. No demand for expenses or profit other than those included in the contract sum shall be allowed. The Contractor shall not be required to employ for any such work persons against whom he has a reasonable objection.
for expenses
Art. 2 If.
Changes in
the
Work.
The Owner, without
invalid-
ating the contract, may make changes by altering, adding to or deducting from the work, the contract sum being adjusted
accordingly. All such work shall be executed under the conditions of the original contract except that any claim for extension of time caused thereby shall be adjusted at the time of
ordering such change. Except as provided in Articles 3, 9 and 18, no change shall be made unless in pursuance of a written order from the Owner
signed or countersigned by the Architect, or a written order from the Architect stating that the Owner has authorized the change, and no claim for an addition to the contract sum shall
be valid unless so ordered.
BUILDING CONTRACTS
21
The value
more
(a)
of
any such change
shall
be determined in one or
of the following
(b)
By By
By
ways: estimate and acceptance in a lump "sum.

unit prices
named
in the contract or subsequently
(c)
(d) If
agreed upon. cost and percentage or by cost and a fixed fee. none of the above methods is agreed upon, the Contractor, provided he receive an order as above, shall
proceed with the work, no appeal to arbitration being allowed from such order to proceed.
In cases (c) and (d), the Contractor shall keep and present in such form as the Architect may direct, a correct account of the net cost of labor and materials, together with vouchers. In any
amount, including a reasonable profit, due to the Contractor. Pending final determination of value, payments on account of changes shall be made on the Architect's certificate.
case, the Architect shall certify to the
If the Contractor claims that any Art. 25. Claims for extras. instructions, by drawings or otherwise, involve extra cost under this contract, he shall give the Architect written notice thereof
work and, in any event, within such instructions, and the procedure shall then be as provided in Art. 24. No such claim shall be valid unless so made. Art. 26. Applications for Payments. The Contractor shall submit to the Architect an application for each payment and, if required, receipts or other vouchers showing his payments
before proceeding to execute the
two weeks
of receiving
for materials
as required
If
and labor, including payments to subcontractors by Article 44. payments are made on valuation of work done, such
application shall be submitted at least ten days before each payment falls due, and, if required, the Contractor shall, before
the
first
application, submit to the Architect a schedule of
values of the various parts of the work, including quantities, aggregating the total sum of the contract, divided so as to facilitate payments to subcontractors in accordance with
Article 44 (e),
direct.
made out in such form and,
by such evidence as
This
required, supported to its correctness, as the Architect may schedule, when approved by the Architect
if
22
shall
be used as a basis for certificates of payment, unless it be found to be in error. In applying for payments, the Contractor shall submit a statement based upon this schedule and, if resuch evidence quired, itemized in such form and supported by
as the Architect
may
direct,
showing his right to the payment
claimed.
made
If the Contractor has Art. 27. Certificates and Payments. Architect the as shall, not later than above, application
when each payment falls due, issue to the Contractor a certificate for such amount as he decides to be properly due. No certificate issued nor payment made to the Contractor, nor partial or entire use or occupancy of the work by the Owner shall be an acceptance of any work or materials not in accordance with this contract. The making and acceptance of the final payment shall constitute a waiver of all claims by the
the date
Owner, otherwise than under Articles 16 and 29 of these conditions or under requirement of the specifications, and of all claims by the Contractor, except those previously made and
still
unsettled.
fail
Should the Owner
to
cate of the Architect or in
pay the sum named in any certifiany award by arbitration, upon
demand when due, the Contractor shall receive, in addition to the sum named in the certificate, interest thereon at the legal
may withhold on account of subsequently discovered evidence, nullify the whole or a part of any certificate for payment to such extent as may be necessary to protect the Owner from loss on account of
or,
:
rate in force at the place of building. Art. 28. Payments Withheld. The Architect
(a)
Defective work not remedied.
(b)
Claims
filed
or reasonable evidence indicating probable
filing of claims.
(c)
Failure of the Contractor to
(d)
make payments properly to subcontractors or for material or labor. reasonable doubt that the contract can be completed for the balance then unpaid.
to another contractor under Article 40.
all
(e)
Damage
the above grounds are removed certificates shall at once be issued for amounts withheld because of them.
Art. 29. Liens.
When
Neither the
final
payment nor any part
of
BUILDING CONTRACTS
23
the retained percentage shall become due until the Contractor, if required, shall deliver to the Owner a complete release of all
liens arising
and,
if
out of this contract, or receipts in full in lieu thereof required in either case, an affidavit that so far as he has
knowledge or information the releases and receipts include all the labor and material- for which a lien could be filed but the Contractor may, if any subcontractor refuses to furnish a release or receipt in full, furnish a bond satisfactory to the Owner,
;
to indemnify him against any claim by lien or otherwise. If any lien or claim remain unsatisfied after all payments are made,
the Contractor shall refund to the

latter
Owner
all
moneys that the
may be compelled to pay in discharging such lien or claim, including all costs and a reasonable attorney's fee. The Contractor shall Art. 30. Permits and Regulations. obtain and pay for all permits and licenses, but not permanent
easements, and shall give all notices, pay all fees and comply with all laws, ordinances, rules and regulations bearing on the conduct of the work as drawn and specified. If the Contractor
observes that the drawings and specifications are at variance therewith, he shall promptly notify the Architect in writing, and
any necessary changes
be adjusted under Article 24. If the Contractor performs any work knowing it to be contrary to such laws, ordinances, rules and regulations, and without such
shall
notice to the Architect, he shall bear all costs arising therefrom. The Contractor shall pay all Art. 31. Royalties and Patents.
royalties
and
license fees.
He shall defend all suits or claims for
infringement of any patent rights and shall save the Owner harmless from loss on account thereof, except that the Owner shall be responsible for all such loss when the product of a particular manufacturer or manufacturers is specified, but if the
Contractor has information that the article specified is an infringement of a patent he shall be responsible for such loss unless he promptly gives such information to the Architect or
Owner.
The Contractor shall confine his Art. 32. Use of Premises. apparatus, the storage of materials and the operations of his workmen
to limits indicated
by
law, ordinances, permits or
directions of the Architect
and
shall not
unreasonably encumber
the premises with his materials.
24
The Contractor shall not load or permit any part of the structure to be loaded with a weight that will endanger its
safety.
The Contractor
shall enforce the Architect's instructions
regarding signs, advertisements, fires and smoking. The Contractor shall at all times keep Art. 33. Cleaning up. the premises free from accumulations of waste material or rubbish caused by his employees or work and at the comple-
work he shall remove all his rubbish from and about the building and all his tools, scaffolding and surplus materials " and shall leave his work broom clean" or its equivalent, unless more exactly specified. In case of dispute the Owner may remove the rubbish and charge the cost to the several contractors
tion of the
as the Architect shall determine to be just.
The Contractor work that may be required to make its several parts come together properly and fit it to receive or be received by work of other contractors shown upon, or reasonably implied by, the Drawings and Specifications for the completed structure and he shall make good
shall
Art. 34. Cutting, Patching and Digging. do all cutting, fitting or patching of his
after them, as the Architect may direct. Any cost caused by defective or ill-timed
work
shall
be borne
by The Contractor
the party responsible therefor.

shall
not endanger any work by cutting,
digging or otherwise and shall not cut or alter the work of other contractor save with the consent of the Architect.
any
If the Contractor be delayed in the comArt. 35. Delays. of the work pletion by any act or neglect of the Owner or the
Architect, or of any employee of either, or by any other contractor employed by the Owner, or by changes ordered in the
work, or by strikes, lockouts, fire, unusual delay by common carriers, unavoidable casualties or any causes beyond the Contractor's control, or by delay authorized by the Architect
pending arbitration, or by any cause which the Architect shall decide to justify the delay, then the time of completion shall be extended for such reasonable time as the Architect may
decide.
No such extension shall be made for delay occurring more than seven days before claim therefor is made in writing to the
BUILDING CONTRACTS
Architect.
25
In the case of a continuing cause of delay, only one
claim
If
is
necessary.
no schedule is made under Art. 3, no claim for delay shall be allowed on account of failure to furnish drawings until two weeks after demand for such drawings and not then unless such claim be reasonable.
This article does not exclude the recovery of damages for delay by either party under Article 39 or other provisions in the contract documents.
If the Contractor should Art. 36. Owner's Eight to Do Work. work to the neglect prosecute properly or fail to perform any
provision of this contract, the Owner, after three days' written notice to the Contractor, may, without prejudice to any other
remedy he may have, make good such deficiencies and may deduct the cost thereof from the payment then or thereafter due
the Contractor; provided, however, that the Architect shall approve both such action and the amount charged to the
Contractor.
Art. 37. Owner's Right to Terminate Contract
If
the Con-
tractor should be adjudged a bankrupt, or if he should general assignment for the benefit of his creditors, or
make a
if
a receiver should be appointed on account of his insolvency, or if he

should, except in cases recited in Article 35, persistently 'or repeatedly refuse or fail to supply enough properly skilled
workmen or proper materials, or prompt payment to subcontractors
if
he should
fail
to
make
or for material or labor, or persistently disregard laws, ordinances or the instructions of the Architect, or otherwise be guilty of a substantial violation
of
any provision
of the contract, then the
Owner, upon the
certificate of the Architect that sufficient cause exists to justify
such action, may, without prejudice to any other right or remedy and after giving the Contractor seven days' written notice, terminate the employment of the Contractor and take
possession of
the premises and of all materials, tools and appliances thereon and finish the work by whatever method he may deem expedient. In such case the Contractor shall not be
entitled to receive
finished.
If
any further payment
until the
work
is
the unpaid balance of the contract price shall exceed the expense of finishing the work, including compensa-
26
tion to the Architect for his additional services, such excess
be paid to the Contractor. If such expense shall exceed such unpaid balance, the Contractor shall pay the difference to the Owner. The expense incurred by the Owner as herein provided, and the damage incurred through the Contractor's fault, shall be certified by the Architect. Art. 38. Contractor's Right to Stop Work or Terminate Conshall
tract.
If
the work should be stopped under an order of any
court, or other public authority, for a period of three months, through no act or fault of the Contractor or of any one em-
ployed by him, or if the Owner should fail to pay to the Contractor, within seven days of its maturity and presentation, any sum certified by the Architect or awarded by arbitrators, then
the Contractor may, upon three days' written notice to the Owner and the Architect, stop work or terminate this contract
and recover from the Owner payment for all work executed and any loss sustained upon any plant or material and reasonable profit and damages.
Art. 39. Damages. If either party to this contract should suffer damage in any manner because of any wrongful act or neglect of the other party or of any one employed by him, then
he shall be reimbursed by the other party for such damage. Claims under this clause shall be made in writing to the party liable within a reasonable time of the first observance of such damage and not later than the time of final payment, except in case of claims under Article 16, and shall be adjusted by agree-
ment
or arbitration.
Mutual Responsibility of Contractors. Should the Contractor cause damage to any other contractor on the work, the Contractor agrees, upon due notice, to settle with such
Art. 40-
contractor by agreement or arbitration, if he will so settle. If such other contractor sues the Owner on account of any damage alleged to have been so sustained, the Owner shall notify the
Contractor, who shall defend such proceedings at the Owner's expense and, if any judgment against the Owner arise therefrom, the Contractor shall pay or satisfy it and pay all costs
incurred
by the Owner.
The Owner reserves the right Separate Contracts to let other contracts in connection with this work. The ConArt. 41.
BUILDING CONTRACTS
27
tractor shall afford other contractors reasonable opportunity for the introduction and storage of their materials and the
execution of their work and shall properly connect and coordinate his work with theirs. If any part of the Contractor's work depends for proper execution or results upon the work of any other contractor, the
Contractor shall inspect and promptly report to the Architect any defects in such work that render it unsuitable for such proper execution and results. His failure so to inspect and report shall constitute an acceptance of the other contractor's
work as
defects which
for the reception of his work, except as to develop in the other contractor's work after the execution of his work. To insure the proper execution of his subsequent work the
fit
and proper
may
Contractor shall measure work already in place and shall at once report to the Architect any discrepancy between the executed work and the drawings. Neither party to the Contract shall Art. 42. Assignment. the written consent of the other, without assign the contract
nor shall the Contractor assign any moneys due or to become due to him hereunder, without the previous written consent of
the Owner.
Art.
43. Subcontracts.
The Contractor
shall,
as soon as
practicable after the signature of the contract, notify the Architect in writing of the names of subcontractors proposed for the principal parts of the work and for such others as the
Architect
tect
may
employ any that the Architime within a reasonable object to as incompetent or
may
direct
and
shall not
unfit.
If
list of
the Contractor has submitted before signing the contract a subcontractors and the change of any name on such list is
required or permitted after signature of agreement, the contract price shall be increased or diminished by the difference
between the two
bids.
The Architect shall, on request,
furnish to
any subcontractor,
wherever practicable, evidence of the amounts certified to on his account. The Contractor agrees that he is as fully responsible to the Owner for the acts and omissions of his subcontractors and of
28
persons either directly or indirectly employed by them, as he is for the acts and omissions of persons directly employed by
him.
Nothing contained in the contract documents shall create any contractual relation between any subcontractor and the Owner. The Art. 44. Relations of Contractor and Subcontractor. Contractor agrees to bind every subcontractor and every subcontractor agrees to be bound, by the terms of the General Conditions, Drawings and Specifications, as far as applicable to
his work, including the following provisions of this Article, unless specifically noted to the contrary in a subcontract
approved in writing as adequate by the Owner or Architect. This does not apply to minor subcontracts.
The Subcontractor agrees (a) To be bound to the Contractor by the terms

Conditions,
of the General
(b)
Drawings and Specifications and to assume toward him all the obligations and responsibilities that he, by those documents, assumes toward the Owner. To submit to the Contractor applications for payment in
such reasonable tune as to enable the Contractor to apply for payment under Article 26 of the General
Conditions.
(c)
To make
for
all
damages
claims for extras, for extensions of time and for delays or otherwise, to the Con-
manner provided in the General Conby the Contractor upon the that the time for making claims for Owner, except
tractor in the
ditions for like claims
extra cost as under Article 25 of the General Conditions

is
one week.
agrees to the Subcontractor
The Contractor (d) To be bound

that the
Owner assumes
by all the obligations to the Contractor under the
(e)
Conditions, Drawings and Specifications and by all the provisions thereof affording remedies and redress to the Contractor from the Owner. To pay the Subcontractor, upon the issuance of certificates, if issued under the schedule of values described in
General
BUILDING CONTRACTS
29
Article 26 of the General Conditions, the amount allowed to the Contractor on account of the Subcontractor's
work
to the extent of the Subcontractor's
interest therein.
(f)
To pay
if
the Subcontractor, upon the issuance of certificates, issued otherwise than as in (e), so that at all times
his total
the value of the

certified
payments shall be as large in proportion to work done by him as the total amount to the Contractor is to the value of the work
done by him.
(g)
To pay
if
the Subcontractor to such extent as may be provided by the Contract Documents or the subcontract,
either of these provides for earlier or larger payfor his
ments than those above.

(h)
To pay the Subcontractor on demand

rials as far
work or mate-
as executed
and
fixed in place, less the
retained percentage, at the time the certificate should issue, even though the Architect fails to issue it for
any cause not the

(j)
fault of the Subcontractor.
To pay the Subcontractor a just share of any fire insurance money received by him, the Contractor, under Article
21 of the General Conditions.
(k)
To make no demand for liquidated damages or penalty for delay in any sum in excess of such amount as may be specifically named in the subcontract.
That no claim
for services rendered or materials furnished
(1)
by the Contractor
to the Subcontractor shall be
(m)
To
is given by the Contractor to the Subcontractor during the first ten days of the calendar month following that in which the claim originated. give the Subcontractor an opportunity to be present and to submit evidence in any arbitration involving
valid unless written notice thereof
his rights.
(n)
To name
as arbitrator under Article 45 of the General
Conditions the person nominated by the Subcontractor, if the sole cause of dispute is the work, materials, rights or responsibilities of the Subcontractor; or,
if
of the Subcontractor
and any other
30

subcontractor jointly, to name as such arbitrator the person upon whom they agree. Contractor and the Subcontractor agree that-
The
(o)
In the matter of arbitration, their rights and obligations and all procedure shall be analogous to those set
forth in Article 45 of the General Conditions. Nothing in this Article shall create any obligation on the
part of the
Owner
to
pay
to or to see to the
payment
of
any
any Subcontractor. Art. 45. Arbitration. Subject to the provisions of Article 10, this contract shall be submitted under in all questions dispute
to
to arbitration at the choice of either party to the dispute. The Contractor agrees to push the work vigorously during arbitration proceedings. The demand for arbitration shall be filed in writing with the Architect, in the case of an appeal from his decision, within ten
sums
days of its receipt and in any other case within a reasonable time after cause thereof and in no case later than the time of final payment, except as to questions arising under Article 16. If the Architect fails to make a decision within a reasonable time, an appeal to arbitration may be taken as if his decision had been rendered against the party appealing. No one shall be nominated or act as an arbitrator who is
in
any way
financially interested in this contract or in the
business affairs or either the Owner, Contractor or Architect. The general procedure shall conform to the laws of the State
in
which the work
is
to be erected.
Unless otherwise provided
laws, the parties may agree upon one arbitrator; otherwise there shall be three, one named, in writing, by each party
,
by such
to this contract, to the other party and to the Architect, and the third chosen by these two arbitrators, or if they fail to
a third within ten days, then he shall be chosen by the presiding officer of the Bar Association nearest to the location of the work. Should the party demanding arbitration fail to
select
name an arbitrator within ten days of his demand, his right to arbitration shall lapse. Should the other party fail to choose an arbitrator within said ten days, then such presiding officer
shall
appoint such arbitrator.
neglect to supply the arbitrators with
Should either party refuse or any papers or infor-
BUILDING CONTRACTS
31
mation demanded in writing, the arbitrators are empowered by both parties to proceed ex parte. The arbitrators shall act with promptness. If there be one arbitrator his decision shall be binding; if three the decision of any two shall be binding. Such decision shall be a condition precedent to any right of legal action, and whenever permitted by law it may be filed in Court to carry it into effect.
arbitrators, if they deem that the case demands it, are authorized to award to the party whose contention is sustained
The
such sums as they shall deem proper for the time, expense and trouble incident to the appeal and, if the appeal was taken without reasonable cause, damages for delay. The arbitrators shall fix their own compensation, unless otherwise provided by agreement, and shall assess the costs and charges of the arbitration
upon either or both parties. The award of the arbitrators must be

it
in writing and,
if
in
not be open to objection on account of the form writing, of the proceedings or the award, unless otherwise provided by the laws of the State in which the work is to be erected. In the event of such laws providing on any matter covered by this article otherwise than as hereinbefore specified, the
shall
method of procedure throughout and the legal effect of the award shall be wholly in accordance with the said State laws,
being intended hereby to lay down a principle of action to be followed, leaving its local application to be adapted to the legal requirements of the place in which the work is to be
it
erected.
THE STANDARD FORM OF BOND

FOR USE IN CONNECTION WITH THE THIRD EDITION OP THE STANDARD FORM OF AGREEMENT AND GENERAL CONDITIONS OF THE CONTRACT
This form has been approved by the National Association of Builders' Exchanges, the National Association of Master Plumbers, the National Association of Sheet Metal Contractors of the United States, the National Electrical Contractors' Association of the
United States, the National Association of Marble Dealers, and the Heating and Piping Contractors' National Association.
COPYRIGHT 1915, BY THE AMERICAN INSTITUTE OF ARCHITECTS, THE OCTAGON WASHINGTON, D. C.
32

That we
address or legal
title
KNOW ALL MEN:

(Here insert the
name and
of the Contractor.)
hereinafter called the Principal, and (Here insert the name and address or legal title
of
one or mor.e
sureties).
and and
hereinafter called the Surety or Sureties, are held
and firmly
bound unto
(Here insert the
name and address
or legal title of the Owner.)
hereinafter called the Owner, in the
sum
of
($
for the
ties
payment whereof the Principal and the Surety or Surebind themselves, their heirs, executors, administrators,
and
assigns, jointly
successors
presents.
and
severally, firmly,
by these
Whereas, the Principal has, by means of a written Agreement, dated entered into a contract with the
Owner
for
a copy of which Agreement is by reference made a part hereof; Now, Therefore, the Condition of this Obligation is such that if the Principal shall faithfully perform the Contract on his
part,
and satisfy all claims and demands, incurred for the same, and shall fully indemnify and save harmless the Owner from all cost and damage which he may suffer by reason of failure so to do, and shall fully reimburse and repay the Owner all outlay and expense which the Owner may incur in making good any such default, and shall pay all persons who have
contracts directly with the Principal for labor or materials, then this obligation shall be null and void; otherwise it shall
remain in
full force
and
effect.
Provided, however, that no suit, action or proceeding by reason of any default whatever shall be brought on this Bond after
months from the day on which the final under the Contract falls due. payment And Provided, that any alterations which may be made hi
BUILDING CONTRACTS
33
the terms of the Contract, or in the work to be done under it, or the giving by the Owner of any extension of time for the performance of the Contract, or any other forbearance on the
part of either the Owner or the Principal to the other shall not in any way release the Principal and the Surety or Sureties, or either or any of them, their heirs, executors, adminissuccessors or assigns from their liability hereunder, notice to the Surety or Sureties of any such alteration, extentrators,
sion or forbearance being hereby waived. Signed and Sealed this
day
of
19....
In Presence of
(SEAL)
as to
(SEAL)
as to
(SEAL)
as to
(SEAL)
as to
THE STANDARD FORM OF AGREEMENT BETWEEN CONTRACTOR AND SUBCONTRACTOR

FOR USE IN CONNECTION WITH THE THIRD EDITION OF THE STANDARD FORM OF AGREEMENT AND GENERAL CONDITIONS OF THE CONTRACT
This form has been approved by the National Association of Builders' Exchanges, the National Association of Master Plumbers, the National Association of Sheet Metal Contractors of the United States, the National Electrical Contractors' Association of the
United States, the National Association of Marble Dealers, and the Heating and Piping Contractors
National Association.
COPYRIGHT 1915 BY THE AMERICAN INSTITUTE OF ARCHITECTS, THE OCTAGON, WASHINGTON, D. C.
34

THIS AGREEMENT, made this 19 .... by and between
day
of
here-
inafter called the Subcontractor and hereinafter called the Contractor. WITNESSETH, That the Subcontractor and Contractor for
named agree as follows The Subcontractor agrees to furnish all material and perform all work as described in Section 2 hereof for
the considerations hereinafter
Section
1.
:
(Here
name
the kind of building.)
for
(Here insert the
name
of the Owner.)
hereinafter called the Owner, at

(Here insert the location of the work.)
in accordance with the General Conditions of the Contract
between the Owner and the Contractor, and in accordance

with the Drawings and the Specifications prepared by
the Architect, all of which and General Conditions, Drawings Specifications signed by the parties thereto or identified by the Architect, form a part of a Contract between the Contractor and the Owner dated 19 and hereby become a part of this
hereinafter
called
,
. .
Contract.
Section 2.
that the
The Subcontractor and the Contractor agree materials to be furnished and work to be done by the
Subcontractor are
numbers
(Here insert a precise description of the work, preferably by reference to the of the Drawings and the pages of the Specifications.)
Section 3.
portions and the whole
The Subcontractor agrees to complete the several of the work herein sublet by the time
:
or times following
if there be liquidated damages state them.) Section 4- The Contractor agrees to pay the Subcontractor for the performance of his work the sum of
(Here insert the date or dates and
(S
;
current funds, subject to additions and deductions for changes as may be agreed upon, and to make payments on
in
account thereof in accordance with Section 5 hereof.
BUILDING CONTRACTS
,
35
Section 5.
The Contractor and Subcontractor

of the
bound by the terms
agree to be General Conditions, Drawings and
Specifications as far as applicable to this subcontract,
and
also
by the following provisions:

The Subcontractor agrees: (a) To be bound to the Contractor by the terms of the General Conditions,
Drawings and Specifications, and to assume toward him all the obligations and responsibilities that he, by those assumes toward the documents, Owner. (6) To submit to the Contractor
applications for payment in such reasonable time as to enable the Contractor to apply for contract.
(c)
(g) To pay the Subcontractor to such extent as may be provided by the Contract Documents or the Subcon-
tracts,
if
earlier
either of these provides for or larger payments than the
above.
(h) To pay the Subcontractor on demand for his work or materials as
far as executed
and
fixed in place, less
the retained percentage, at the time the certificate should issue, even though
the Architect
tractor.
(j)
payment under
his
fails
to issue
it
for
any
cause not the fault of the Subconfor
To make
all
claims for extras, for
extensions of time
and
damages
for
To pay
the Subcontractor a just
delays or otherwise, to the Contractor in the manner provided in the General
share of any fire insurance money received by him, the Contractor, under
Conditions for like claims by the Conupon the Owner, except that the time for making claims for extra
tractor
cost
is
the General Conditions.

(k)
To make no demand
for liqui-
one week.
dated damages or penalty for delay in any sum in excess of such amount as
The Contractor agrees. (d) To be bound to the Subcontractor by all the obligations that the Owner assumes to the Contractor under the General Conditions, Drawings and Specifications, and by all the provisions
thereof affording remedies and redress to the Contractor from the Owner.
(e)
may
(I)
be specifically named in the Sub-
contract.
That no claim
for services ren-
dered or materials furnished by the Contractor to the Subcontractor shall

is
be valid unless written notice thereof given by the Contractor to the Subfirst
contractor during the

of the calendar in
ten days
To pay
the Subcontractor, upon
month
following that
the issuance of certificates, if issued under a schedule of values, the amount
which the claim originated.

(m)
allowed to the Contractor on account of the Subcontractor's work to the

extent of the Subcontractor's interest
therein.
To give the Subcontractor an opportunity to be present and to submit evidence in any arbitration involving his rights.
(ri) To name as arbitrator under the General Conditions, the person nominated by the Subcontractor if the sole cause of dispute is the work, materials,
the Subcontractor, upon the issuance of certificates, if issued

(/)
To pay
otherwise than as in
(e),
so that at all
times his total payments shall be as large in proportion to the value of the
rights or responsibilities of the Subcontractor; or, if of the Subcontractor
work done by him as the

certified to the
total
is
amount
to the
and any other Subcontractor

to
jointly,
Contractor
name
as such arbitrator the person

agree.
value of the work done by him.
upon whom they
36

set forth in
The Contractor and the Subcontractor agree that:

(o)
the General Conditions,

shall
Nothing
all
herein
create
any
In
the
matter of arbitration,
their
rights
and obligations and
obligation on the part of the Owner to pay or to see to the payment of any
procedure shall be analogous to those
sums
to
any Subcontractor.
Section 6.
AGREEMENT BETWEEN
Subcontractor
Contractor
Owner
Architect
Contract Price $
The Subcontractor and Contractor, for themselves, Finally. their heirs, successors, executors, administrators and assigns, do hereby agree to the full performance of the covenants herein
contained.
IN WITNESS
WHEREOF
first
the day and date In Presence of
they have hereunto above written.
set their
hands
Subcontractor.
Contractor
STANDARD FORM OF ACCEPTANCE OF SUBCONTRACTOR'S PROPOSAL

FOR USE IN CONNECTION WITH THE THIRD EDITION OF THE STANDARD FORM OF AGREEMENT AND GENERAL CONDITIONS OF THE CONTRACT
This form has been approved by the National Association of Builders' Exchanges, the National Association of Master Plumbers, the National Association of
Sheet Metal Contractors of the United States, the National Electrical Contractors' Association of the United States, the National Association of Marble Dealers, and the Heating and Piping Contractors National Association, the Building Trades Employers' Association of the City of
New
York.
COPYRIGHT 1915 BY THE AMERICAN INSTITUTE OF ARCHITECTS, THE OCTAGON, WASHINGTON, D. C.
BUILDING CONTRACTS
37
Dear
Sir
Having entered into a contract with

name and address
or corporate
title of
(Here insert the
the Owner.)
for the erection of

(Here insert the kind of work and the place at which
it is
to be erected.)
in accordance with plans and specifications prepared (Here insert the name and address of the Architect.)
by
and
in accordance with the
General Conditions of the Contract
prefixed to the specifications, the undersigned hereby accepts
your proposal of
(Here insert date.)
to provide all the materials and do all the work of (Here insert the kind of work to be done, as plumbing, roofing, etc., accurately describing by number, page, etc., the drawings and specifications governing such
work.)
agrees to pay you in current funds for the faithful performance of the subcontract established by this
The Undersigned
acceptance of your proposal the
sum
of
($
)
Our relations in respect of this subcontract are to be governed by the plans and specifications named above, by the General Conditions of the Contract as far as applicable to the work thus sublet and especially by Article 44 of those conditions printed
on the reverse hereof.
Very truly yours,

Article 44 of the
General Conditions of the Contract
The Contractor Relations of Contractor and Subcontractor. agrees to bind every Subcontractor and every Subcontractor
agrees to be bound,
of the General Conditions, as far as applicable to his work, Specifications, this Article, unless specifof the including following provisions in a subcontract approved in writically noted to the contrary
by the terms
Drawings and
ing as adequate by the Owner or Architect. to minor subcontracts. The Subcontractor agrees: (a) To be bound to the Contractor
by the terms of the General Conditions, Drawings and Specifications, and to assume toward him all the obligations
This does not apply
and
responsibilities that he,
by those
documents, assumes toward the Owner. (6) To submit to the Contractor applications for payment in such reasonable time as to enable the Con-
38

demand
for his
tractor to apply for payment under Article 26 of the General Conditions.

(c)
far as executed
work or materials as and fixed in place, less
To make
all
claims for extras,
for extensions of time
and
for
for delays or otherwise, to the
damages Con-
the retained percentage, at the time the certificate should issue, even though the Architect fails to issue it for any cause not the fault of the Subcontractor.
(j)
manner provided in the General Conditions for like claims by the Contractor upon the Owner, except that the time for making claims for extra cost as under Article 25 of the General Conditions, is one week.
tractor in the
To pay
of
the Subcontractor a just
share
any fire insurance money received by him, the Contractor, under

Article 21 of the General Conditions.
The Contractor agrees: (d) To be bound to the Subcontractor by all the obligations that the Owner assumes to the Contractor under the General Conditions, Drawings and Specifications, and by all
dies
(k) To make no demand for liquidated damages or penalty for delay in any sum in excess of such amount
as
may be
(I)
specifically
named
in the
subcontract.
That no claim
for services ren-
the provisions thereof affording remeand redress to the Contractor from
dered or materials furnished by the Contractor to the Subcontractor shall
the Owner.
(e) To pay the Subcontractor, upon the issuance of certificates, if issued under the schedule of values described
be valid unless written notice thereof is given by the Contractor to the Subcontractor during the
of the calendar in
first
ten days
month
following that
which the claim originated.

(m)
in Article 26 of the General Conditions,
To
give the Subcontractor
an
the amount allowed to the Contractor
on account
of the Subcontractor's
work
opportunity to be present and to submit evidence in any arbitration involving his rights.
(TO)
to the extent of the Subcontractor's

interest therein.
To name
as
arbitrator
under
the Subcontractor, upon the issuance of certificates, if issued

(f)
To pay
Article 45 of the General Conditions,
otherwise than as in
(e),
so that at all
times his total payments shall be as large in proportion to the value of the
the person nominated by the Subcontractor if the sole cause of dispute is the work, materials, rights or responsithe Subcontractor; or, if of the Subcontractor and any other subbilities of
work done by him as the
total
amount
certified to the Contractor is to the value of the work done by him.

(gr) To pay the Subcontractor to such extent as may be provided by the Contract Documents or the subcon-
contractor jointly,
agree.
to
name
as such
arbitrator the person
upon whom they
The Contractor and the Subcontractor agree that

(o)
tract,
if
earlier
either of these provides for or larger payments than the
In the matter of arbitration, their
above.
(h)
rights and obligations and all procedure shall be analogous to those set forth
in Article
To pay
the Subcontractor on
45 of the General Conditions.
to
Nothing in this Article shall create any obligation on the part of the Owner pay to or to see to the payment of any sums to any subcontractor.
The Subcontractor entering into this agreement should be sure that not merely the above Article 44, but the full text of
BUILDING CONTRACTS
the General Conditions of the Contract as signed
39
by the Owner
though
and Contractor
is
known
is
to him, since such full text,
not herein repeated,
binding on him.
A FORM OF AGREEMENT BETWEEN CONTRACTOR AND OWNER

ISSUED BY THE AMERICAN INSTITUTE OP AKCHITECTS FOR USE WHEN THE COST OF THE WORK PLUS A FEE FORMS THE BASIS OF PAYMENT
FIRST EDITION
COPYRIGHT 1920 BY THE AMERICAN INSTITUTE OF ARCHITECTS, WASHINGTON, D. C.
THIS FORM IS TO BE USED ONLY WITH THE INSTITUTE'S STANDARD GENERAL CONDITIONS OF THE CONTRACT, AND IT SHOULD NOT BE USED WITHOUT CAREFUL STUDY
OF ITS ACCOMPANYING "CIRCULAR OF INFORMATION."
THIS AGREEMENT made the
day
of
in
the year nineteen hundred and
by and between
hereinafter called the Contractor,
and
WITNESSETH, that whereas the Owner intends
hereinafter called the Owner, to erect
the Contractor and the Owner, for the considerations hereinafter named, agree as follows
Now, THEREFORE,
Article 1 .
The Work
to be
Done and
Contract
the
Documents Forming
the
The Contractor
and
to
do
all
agrees to provide all the labor and materials things necessary for the proper construction and
completion of the work shown and described on Drawings bearing the title
and numbered and in Specifications bearing the same title, the pages of which are numbered The said Drawings and Specifications and the General Conditions of the Contract consisting of Articles numbered one to
together with this Agreement, constitute the Contract; the Drawings, Specifications and General Con-
40

and hereof as
if
ditions being as fully a part thereof

If
hereto
attached or herein repeated. anything in the said General Conditions is inconsistent with this Agreement, the Agreement
shall govern.
said documents have been prepared and hereinafter called the Architect. ^herein
The
by
Article 2.
Changes in
the
Work
The Owner, through the Architect, may from time to time, by written instructions or drawings issued to the Contractor, make changes in the above-named Drawings and Specifications, issue additional instructions, require additional work or direct the omission of work previously ordered, and the provisions
of this contract shall apply to all such changes, modifications and additions with the same effect as if they were embodied
Drawings and Specifications. Since the cost of all such changes is to merge in the final cost of the work, Articles 24 and 25 of the General Conditions of the Contract
in the original
are annulled, unless elsewhere especially

Article 3.
made
applicable.
The Contractor's Duties and Status
The Contractor recognizes the relations of trust and confidence established between him and the Owner by this Agreecovenants with the Owner to furnish his best skill and judgment and to cooperate with the Architect in forward-
ment.
He
ing the interests of the Owner. He agrees to furnish efficient business administration and superintendence and to use every
times an adequate supply workmen and materials, and to secure its execution in the best and soundest way and in the most expeditious and ecoeffort to
all
keep upon the work at
of
nomical manner consistent with the interests of the Owner.

Article 4-
Fee for Services
In consideration of the performance of the contract, the
Owner
agrees to pay the Contractor, in current funds, as cornsensation for his services hereunder
(S
)
which
shall
be paid as follows
BUILDING CONTRACTS
Article 5.
41
Costs to be Reimbursed
The Owner
funds
of the
all costs
agrees to reimburse the Contractor in current necessarily incurred for the proper prosecution
directly
by the Contractor, such costs to include the following items, and to be at rates not higher than the standard paid in the locality of the work except with prior consent of the Owner (a) All labor directly on the Contractor's pay roll. (6) Salaries of Contractor's Employees stationed at the field Employees engaged, office, in whatever capacity employed.
:
work and paid
at shops or on the road, in expediting the production or transportation of material, shall be considered as stationed at the
field office
and
their salaries paid for such part of their time

this work.
as
is
employed on
(c)
The proportion
of transportation,
traveling
and hotel
expenses of the Contractor or of his officers or employees incurred in discharge of duties connected with this work.
expenses incurred for transportation to and from the work of the force required for its prosecution. royalties, damages for infringement of (e) Permit fees,
(d) All
patents, and costs of defending suits therefor and for deposits lost for causes other than the Contractor's negligence. insurance or (/) Losses and expenses, not compensated by
otherwise, sustained
by the Contractor in connection with the have resulted from causes other than the they work, provided
fault or neglect of the Contractor.
Such
losses shall include
settlements made with the written consent and approval of the Owner. No such losses and expenses shall be included in the
cost of the
fee,
but
work for the purpose of determining the Contractor's similar cause not due if, after a loss from fire, flood or
to the fault or neglect of the Contractor, he be put in charge of reconstruction, he shall be paid for his services a fee proportion-
ate to that
named
in Article
4 hereof.
(g) Minor expenses, such as telegrams, telephone service, expressage, and similar petty cash items. (k) Cost of hand tools, not owned by the workmen, canvas and tarpaulins, consumed in the prosecution of the work, and not depreciation on such tools, canvas and tarpaulins used but
42

shall
consumed and which

tractor.
remain the property of the Con-
Article 6.
Costs
Not
to be
Reimbursed.
Reimbursement
of expenses to the Contractor shall not in:
clude any of the following or salary of (a) Salary of the Contractor, if an individual, of or if a the of member salary firm, any officer Contractor, any
of the Contractor, if a corporation. the execution of (6) Salary of any person employed, during
the work, in the main office or in any regularly established branch office of the Contractor. as (c) Overhead or general expenses of any kind, except in Article 5. included these may be expressly (d) Interest on capital employed either in plant or in expenditures on the work, except as may be expressly included
in Article 5.
Article 7.
Costs to be
Paid Direct by
the
Owner
In addition to items of cost noted in Article 5 for which the
Owner reimburses the Contractor, the Owner

as follows:
(a)
shall
pay
all
costs
Materials, supplies, equipment and transportation required for the proper execution of the work, which shall include
all
temporary structures and their maintenance;
all
such costs
to be at rates not higher than the standard paid in the locality of the work except with prior consent of the Owner.
(6)
(c)
The amounts Premiums on
of all separate contracts.

all
under Articles
the Contract.
19, 20,
bonds and insurance policies called for 21 and 22 of the General Conditions of
(d) Rentals of all construction plant or parts thereof, whether rented from the Contractor or others, in accordance with rental
agreements approved by the Architect.
Transportation of said
BUILDING CONTRACTS
construction plant, costs of loading
installation, dismantling
43
and unloading, cost of and removal thereof and minor repairs and replacements during its use on the work, all in accordance
with the terms of the said rental agreements.
Article 8.
Discounts, Rebates, Refunds
All discounts, rebates
and refunds, and
all
returns from sale of
surplus materials, equipment,
etc., shall accrue to the
Owner,
and the Contractor

secured.
shall
make
provisions so that they can be
Article 9,
Contractor's Financial Responsibility

of the Contractor or
Any
cost
due to the negligence
anyone
directly employed by him, either for the making good of defective work, disposal of material wrongly supplied, making good
of
damage
to property, or excess costs for material or labor, or
be borne by the Contractor, and the Owner may money due the Contractor to cover any such cost already paid by him as part of the cost of the work.
otherwise, shall
withhold
This article supersedes the provisions of Articles

inconsistent herewith.
13,
14 and 16
of the General Conditions of the Contract so far as they are
Article 10. Separate Contracts
work that the Contractor's organization has not been accustomed to perform or that the Owner may
All portions of the
direct, shall
Owner
be executed under separate contracts let by the In such cases either the Contractor shall ask for bids from contractors approved by the Architect and shall deliver such bids to him, or the Architect shall procure such bids himself, and in either case the Architect shall determine, with the advice of the Contractor and subject to the approval of the
direct.
Owner, the award and amount of the accepted bid. The Owner shall contract for such work direct with such approved bidders in accordance with the terms of this agreement and the General Conditions of the Contract, which Conditions shall, for the
44
purposes of such contracts, stand as printed or written and not be subject to the modifications set forth herein. The Contractor, being fully responsible for the general
management
of the building operation, shall have full directing authority over the execution of the separate contracts. The separate Contractors shall not only cooperate with each
other, as provided in Article 41 of the General Conditions of the Contract, but they shall conform to all directions of the Con-
tractor in regard to the progress of the work.
Article 11.
Title to the
Work
\
work completed and in course of construction and of all materials on account of which any payment has been made, and materials to be paid for under Article 7, shall be in
The
title of all
the Owner.
Article 12. Accounting, Inspection,
Audit
into the
The Contractor shall check all material and labor entering work and shall keep such full and detailed accounts as
be necessary to proper financial management under this Agreement and the system shall be such as is satisfactory to the Architect or to an auditor appointed by the Owner. The Architect, the auditor and their timekeepers and clerks shall be
may
afforded access to the

records,
work and
to all the Contractor's books,
correspondence,
vouchers, memoranda,
etc., relating
instructions, drawings, receipts, to this contract, and the
Contractor shall preserve all such records for a period of two years after the final payment hereunder.
Article 13. Applications for
Payment
The Contractor shall, between the first and seventh of each month, deliver to the Architect a statement, sworn to if required, showing in detail and as completely as possible all moneys paid out by him on account of the cost of the work during the previous month for which he is to be reimbursed under Article 5 hereof, with original pay rolls for labor, checked
BUILDING CONTRACTS
45
all
and approved by a person satisfactory to the Architect, and

receipted
bills.
to the Architect a complete statement of all moneys properly due for materials or on account of separate contracts, or on account of his fee, or otherwise, which are to be paid direct by the Owner under Article 7 hereof.
He shall at the same time submit
The
provisions of this Article supersede those of Article 26
of the General Conditions of the Contract.
Article 14- Certificates of
Payment
The Architect shall check the Contractor's statements of moneys due, called for in Article 13, and shall promptly issue certificates to the Owner for all such as he approves, which
certificates shall
be payable on issuance.
this Article supersede the first
The provisions of
paragraph of
Article 27 of the General Conditions of the Contract.
Article 15. Disbursements
Should the Contractor neglect or refuse to pay, within

days after
it falls
five
due,
any
bill
legitimately incurred
by him
hereunder (and for which he is to be reimbursed under Article 5) the Owner, after giving the Contractor twenty-four hours' written notice of his intention so to do, shall have the right to
pay such
bill directly, in
for the purpose either of
which event such payment shall not, reimbursement or of calculating the

of the
Contractor's
fee,
be included in the cost
work.
Article 16. Termination of Contract
(The provisions of this Article supersede all of Article 37 of the General Conditions of the Contract except the first sentence.} If the Owner should terminate the contract under the first sentence of Article 37 of the General Conditions of the Contract, he shall reimburse the Contractor for the balance of all
payments made by him under Article 5, plus a vpon the cost of the work to date at the rate
fee
computed
of percentage
46
named in Article 4 hereof, or if the Contractor's fee be stated as a fixed sum, the Owner shall pay the Contractor such an amount as will increase the payments on account of his fee to a sum which bears the same ratio to the said fixed sum as the cost of
the work at the time of termination bears to a reasonable estimated cost of the work completed, and the Owner shall also pay to the Contractor fair compensation, either by purchase or rental, at the election of the Owner, for any equipment retained. In case of such termination of the contract, the Owner shall further assume and become liable for all obligations, commitments and unliquidated claims that the Contractor may
have theretofore, in good faith, undertaken or incurred in connection with said work and the Contractor shall, as a condition of receiving the payments mentioned in this Article, execute and deliver all such papers and take all such steps, including the legal assignment of his contractual rights, as the Owner may require for the purpose of fully vesting in him the rights
and
benefits of the Contractor
under such obligations or com-
mitments.
for themselves, their succesadministrators and sors, executors, assigns hereby agree to the full performance of the covenants herein contained.
The Contractor and the Owner
IN WITNESS WHEREOF they have executed this agreement the day and year first above written.
THE STANDARD FORM OF AGREEMENT BETWEEN OWNER AND ARCHITECT

ISSUED BY THE AMERICAN INSTITUTE OF ARCHITECTS FOR USE WHEN A PERCENTAGE OF THE COST OF THE WORK FORMS THE BASIS OF PAYMENT
SECOND EDITION
COPYRIGHT 1917 BY THE AMERICAN INSTITUTE OF ARCHITECTS, WASHINGTON, D. C.
Williston
Sees. 288, 688, 794-798, 1766
and 1966.
day of
in the year
Nineteen Hundred and
by and between
hereinafter called the Owner,
and
BUILDING CONTRACTS
:
47
WITNESSETH, that whereas the Owner intends
hereinafter called the Architect, to erect

.
Now, THEREFORE, the Owner and the Architect, for the considerations hereinafter named, agree as follows The Architect agrees to perform, for the above-named work, " professional services as stated in Article 1 of the Conditions of
:
Agreement between Owner and Architect," hereinafter

forth.
set
pay the Architect at the rate of per cent, hereinafter called the basic rate, computed and payable as stated in the said "Conditions," and to make any other payments and reimbursements arising out of the said
to
The Owner agrees
"
Conditions."
The
parties hereto further agree to the following
CONDITIONS OF AGREEMENT BETWEEN
OWNER AND
ARCHITECT
Article 1.
The
Architect's Services.
fications
growing out of these Con-
The
Architect's
professional
services
ditions of Agreement.
3.
consist of the necessary conferences, the preparation of preliminary studies,
Reimbursements.
The Owner
is
to reimburse the Architect the costs of
working drawings,
scale
specifications, large
drawings; the drafting of forms of proposals and contracts; the issuance of certificates of
full size detail
and
him and
transportation and living incurred by his assistants while travelling

in discharge of duties connected with the work, and the costs of the services
payment; the keeping of accounts, the

general administration of the business and supervision of the work.
2.
of
heating,
ventilating,
mechanical,
and
4.
electrical engineers.
Separate Contracts.
The
is
basic
to be
The
Architect's
Fee.
The
fee
rate as hereinbefore defined
for the
payable by the Owner to the Architect performance of the above services is the percentage hereinbefore
defined as the basic rate, computed upon the cost of the work in respect of
used when all of the work is let under one contract. Should the Owner deter-
mine to have certain portions of the work executed under separate contracts,
as the Architect's burden of
which such services have been performed, subject, however, to any modi-
service, expense,
and
responsibility
is
thereby increased, the rate in connec-
48

clusive of details) a
tion with such portions of the work shall be four per cent greater than the
sum
sufficient to
increase
payments on the
fee to
60%
aris-
Should the Owner determine to have substantially the entire work executed under separate contracts, then such higher rate shall apply to the entire work. In any event, however, the basic rate shall, without inbasic rate.
crease, apply to contracts for any portions of the work on which the Owner
of the rate or rates of
commission
from this agreement, computed upon a reasonable cost estimated on such completed specifications and drawings, or if bids have been received, then computed upon the lowest bona fide
ing
bid or bids.
From time
tion of
reimburses the Engineer's fees to the Architect, and to the cost of articles
work and
of
to time during the execuin proportion to the
amount
service
rendered
by the
not
designed
by the Architect but
purchased under his direction. Extra Services and Special Cases. 5. If after a definite scheme has been approved, the Owner makes a decision
which, for its proper execution, involves extra services and expense for
Architect, payments shall be made until the aggregate of all payments made on account of the fee under this
Article,
by the provisions of Article 5, a sum equal to the rate or

commission arising from
ment, computed upon the of the work.
but not including any covered shall be

rates of
this
changes in or additions to the drawings,

specifications or other
if
final
agreecost
documents; or
a contract be
let
by
cost of labor
and
Payments to the
Architect,
other
material
sum
plus a percentage or fixed or if the Architect is put to labor
than those on his fee, fall due from time to time as his work is done or as
costs are incurred.
or expense by delays caused by the Owner or a contractor, or by the delinquency or insolvency of either, or as a
result of
No
deduction shall be
made from
damage by
fire
he
shall
be
the Architect's fee on account of pendamages, or other alty, liquidated
equitably paid for such extra service,
sums withheld from payments to contractors.

7.
and expense.
Should the execution of any work
designed or specified by the Architect, or any part of such work be abandoned
or suspended, the Architect is to be paid in accordance with or in proportion to the terms of Article 6 for the
service,
The
shall
all
Owner's
Decisions.
The
Owner
ation to
give thorough consider-
sketches, drawings, specifilaid
and other him by the Architect and, whenever prompt action

cations, proposals, 'contracts,
documents
is
before
rendered on account of
to the time of such
it up abandonment or
necessary, he shall inform the Architect of his decisions in such reasonable
suspension.
Payments. Whether the work be executed or whether its execution be suspended or abandoned in part
6.
time as not to delay the work of the Architect nor to prevent him from giving drawings or instructions to contractors in
8.
due season.
Borings,
or whole, payments to the Architect on his fee are, subject to the provisions of Article 5, to be made as follows:
Survey,
and
Tests.
The Owner
shall furnish the Architect
completion of the preliminary studies, a sum equal to 20% of the basic rate computed upon a reasonable esti-
Upon
with a complete and accurate survey of the building site, giving the grades
and
lines of streets,
pavements, and
mated
cost.
adjoining properties; the rights, restrictions, easements, boundaries, and contours of the building site, and full information as to sewer, water, gas,
Upon completion
of
specifications
(ex-
and general working drawings
BUILDING CONTRACTS
and
to
electrical service.
49
The Owner
and
is
pay
for borings or test pits
for
chemical,
mechanical, or other tests
when
required.
9. Supervision of the Work. The Architect will endeavor to guard the
Owner
in the
against defects
and
deficiencies
12. Ownership of Documents. Drawings and specifications as instruments of service are the property of the Architect whether the work for which they are made be executed or not. Successors and Assignment. 18. The Owner and the Architect, each
he does not guarantee the performance of their

of contractors, but
work
binds himself, his successors, executors, administrators, and assigns to the

other party to this agreement, and to the successors, executors, administrators, and assigns of such other party in respect of all the covenants of this
contracts.
architect
is
The supervision of an to be distinguished from
continuous personal superintendence to be obtained by the employment of a clerk-of-the-works. When authorized by the Owner, a clerk-of-the-works acceptable to both Owner and Architect shall be engaged by the Architect at a salary satisfactory to the Owner and paid by the Owner,
the
agreement. The Architect shall have the right to join with him in the performance
of this
agreement,
any
he
architect
or
architects with
whom
may
in
good
faith enter into partnership relations.
upon presentation of the monthly certificates.

10.
Architect's
In case of the death or disability of one or more partners, the rights and
duties of the Architect,
if
Preliminary Estimates.
When
a firm, shall
requested to do so, the Architect will make or procure preliminary estimates on the cost of the work and he will
devolve upon the remaining partner or partners or upon such firm as may
endeavor to keep the actual cost of the work as low as may be consistent
with the purpose of the building and with proper workmanship and material, but no such estimate can be regarded as other than an approximation. 11 Definition of the Cost of the Work. The words "the cost of the work " as used in Articles ^2 and 6 hereof are
.
be established by him or them, and he, they or it shall be recognized as the

"successor
"
of the Architect,
and so
on
until the service
covered by the
agreement has been performed. The Owner shall have the same rights, but in his case no limitation as to the vocation of those admitted to partnership
is
imposed.
Except as above, neither the Owner

nor the Architect shall assign, sublet
or transfer his interest in this agreeof
ordinarily to be interpreted as meaning the total of the contract sums incurred

for the execution of the work, not including Architect's and Engineer's fees,
ment without the written consent

the other.
or the salary of the Clerk-of-the-Works, but in certain rare cases, e. g., when
labor or material
is
furnished
by the
Arbitration. All questions in 14. dispute under this agreement shall be submitted to arbitration at the choice
of either party. No one shall be
Owner below
its
market cost or when
old materials are re-used, the cost of the work is to be interpreted as the
cost of all materials
nominated or act as
is
an arbitrator who
in
any way
finan-
and labor necessary
cially interested in this contract or in
to complete the work, as such cost would have been if all materials had
the business affairs of either party.
been new and

fully
if
all
labor
had been
The general procedure shall conform to the laws of the State in which the
work
is
when the work was tractor's profits and
paid at market prices current ordered, plus conexpenses.
to be erected.
Unless other-
wise provided
by such laws, the parties may agree upon one arbitrator; other-
50

promptness.
If
wise there shall be three, one named in writing by each party and the third
there be one arbitrator
chosen by these two arbitrators, or if they fail to select a third within ten days, then he shall be chosen by the
presiding officer of the Bar Association nearest to the location of the work.
be binding; if three, the decision of any two shall be binding. Such decision shall be a condition
his decision shall
precedent to any right of and wherever permitted
legal action,
by law
it
it
may
be
filed in
Court to carry
into
Should the party demanding arbitration fail to
effect.
name an
arbitrator within
The
arbitrators shall fix their
own
ten days of his demand, his right to Should the arbitration shall lapse.
other party fail to choose an arbitrator within said ten days, then such presiding officer shall appoint such arbitrator. Should either party refuse or neglect to supply the arbitrators with any
compensation, unless otherwise provided by agreement, and shall assess

the costs and charges of the arbitration
upon either or both parties. The award of the arbitrators must

be in writing and, if in writing, it shall not be open to objection on account of the form of the proceedings or the
award, unless otherwise provided by the laws of the State in which the work is to be erected.
papers or information demanded in writing, the arbitrators are empowered
by both The
parties to proceed ex parte.
arbitrators
shall
act
with
The Owner and the Architect hereby agree to the full performance of the covenants contained herein. IN WITNESS WHEREOF they have executed this agreement, the day and year first above written. In Presence of
as to
as to,
BUILDING CONTEACTS
51
A FORM OF AGREEMENT BETWEEN OWNER AND ARCHITECT

ON THE FEE PLUS COST SYSTEM
COPYRIGHT 1917 BY THE AMERICAN INSTITUTE OP ARCHITECTS, THE OCTAGON, WASHINGTON, D. C.
day of by and between
in the year
Nineteen Hundred and
and
WITNESSETH, that whereas the

(Add here
brief description of
hereinafter called the Architect, Owner intends to erect scope and manner of execution of work.)
Now, THEREFORE, the Owner and the Architect, for the considerations hereinafter named, agree as follows The Architect agrees to perform for the above-named work,
:
professional services as stated in Article
1 of
the
"
Conditions of
Agreement between Owner and Architect" hereinafter set forth. The Owner agrees to pay the Architect the sum of
dollars ($
)
as his fee, of which

dollars ($
) is
to be paid in
,
ments monthly, beginning be paid on issuance of final
equal installthe balance to
and to reimburse the Architect monthly all costs incurred by him in the performance of his duties hereunder as more fully set forth in the said
certificate;
"Conditions."
The
parties hereto further agree to the following
52

CONDITIONS OF AGREEMENT BETWEEN
OWNER AND
ARCHITECT
Article 1.
The Architects Services.

professional services
The
costs referred to in this Article
The
Architect's
consist of the necessary conferences,
the preparation of preliminary studies,
comprise the following items: paid for drafting, (a) The sums including verification of shop drawings, for specification writing and for supervision of the work. (b) The sums paid to structural,
working drawings, specifications, largescale
drawings; the drafting of forms of proposals and contracts; the issuance of certificates of payment; the keeping of accounts, the
full-size detail
and
mechanical, electrical, other engineers.
sanitary
or
general administration of the business
and supervision of the work. The Architect's Fee. The 2.
fee
(c) The sums paid for incidental expenses such as costs of transportation or living incurred by the Architect
payable by the Owner to the Architect for his personal professsional services shall be named elsewhere in
this
or his assistants while traveling in discharge of duties connected with the
Agreement.
work, costs of reproducing drawings, printing or mimeographing the specifications,
In case of the abandonment or suspension of the work or of any part or parts thereof, the Architect is to be
models, telegrams, long distance telephone calls, legal advice, expressage, etc.
paid in proportion to rendered on account of
the
it
services
up
to the
x(d) A proportion of the general e v penses of the Architect's office, com-
time of its abandonment or suspension, such proportion being 20% upon completion of preliminary sketches and 60% upon completion of working drawings and specifications. If the scope of the work or the manner of its execution is materially
monly called "Overhead," representing items that cannot be apportioned in

detail to this work,
such as
rent, light,
heat, stenographer's services, postage,
drafting materials, telephone, accounting, business administration, etc.

It is agreed that the charge for
such
changed
of
subsequent to
the
fee
signing
shall
the
Agreement the
to
fit
be
general expenses shall be per cent of item (a) of this article.
adjusted
tions.
If
the
new
condi-
additional
is
personal
service
of
the Architect
made
necessary by
the delinquency or insolvency of either the Owner or the Contractor, or as a
or about the Payments. On of each month the Architect shall present to the Owner a detailed statement of the payment due on account of the fee and the costs
4first
day
referred to in Article 3
shall
damage by fire, he equitably paid by the Owner

result of
shall
be
and the Owner pay the Architect the amount

The
shall
all
for such
thereof.
5.
extra service.
3.
Owner's
Decisions.
The
The
Architect's Costs.
The Archiefficient
Owner
give thorough considersketches, drawings, specicontracts and
tect shall maintain
an
and
ation to
fications,
accurate
all
cost-keeping system as to costs incurred by him, in connection
proposals,
_with
the subject of this agreement, and his accounts,' at all reasonable
other documents laid before him by the Architect and, whenever prompt
is necessary, he shall inform the Architect of his decisions in such rea-
action
times, shall be open to the inspection of the Owner or his authorized repre-
sentatives.
sonable time as not to delay the work of the Architect nor to prevent him
BUILDING CONTRACTS
from giving drawings or instructions to Contractors in due season. 6. Survey, Borings and Tests. The
trators,
53
of such other party covenants of this
and assigns
in respect of all the
Agreement.
Owner
shall
furnish
the
Architect
with a complete and accurate survey of the building site, giving the grades
The Architect shall have the right to join with him in the performance of this agreement, any architect or
architects with
and
lines
of streets,
pavements and
whom
he
may
in
good
adjoining properties; the rights, restrictions, boundaries and contours of ths

building site, and full information ae to sewer, water, gas and electrical service. The Owner is to pay for test
faith enter into partnership relations. In case of the death or disability of one
or more partners, the rights and duties of the Architect, if a firm, shall devolve upon the remaining partner or partners or upon such firm as may be established by him or them, and he, they or it,
borings or pits and for chemical, mechanical or other tests when required.
Supervision of the Work. The Architect will endeavor to guard the
7.
Owner
in the
against defects and deficiencies

of contractors,
be recognized as the "successor of the Architect, and so on until the service covered by the agreement has
shall
"
work
but he does
nnt guarantee the performance of their contracts. The supervision of an Architect

is
to be distinguished from the
The Owner shall been performed. have the same rights, but in his case no limitation as to the vocation of those admitted to partnership is imposed.
continuous
personal superintendence to be obtained by the employment

of a clerk-of-the-works.
Except as above, neither the Owner nor the Architect shall assign, sublet
or transfer his interest in this agreement without the written consent of the other.
All questions in Arbitration. 11. dispute under this agreement shall be submitted to arbitration at the choice
of either party. No one shall
When
authorized
by the Owner, a
clerk-of-the-works, acceptable to both
Owner and Architect, shall be engaged by the Architect at a salary satisfactory to the Owner and paid by the Owner.
8. Preliminary Estimates.- -When requested to do so, the Architect will make or procure preliminary estimates on the cost of the work and he will
be nominated or act
as an arbitrator
who
is
in
any way
endeavor to keep the actual cost of the work as low as may be consistent with the purpose of the building and with proper workmanship and material, but no such estimate can be regarded as other than an approximation.
financially interested in this contract or in the business affairs of either
party.
The general procedure shall conform to the laws of the State in which the
work
is
to be erected.
Unless other-
wise provided
Draw9. Ownership of Documents. ings and specifications as instruments of service are the property of the Architect
by such laws, the parties may agree upon one arbitrator; otherwise there shall be three, one
writing
if
named
in
whether the work for which they
by each party and the third chosen by these two arbitrators, or

they
fail
are
made be executed
Successors
or not.
to select a third within ten
10.
and Assignment.
Architect,
The Owner and the

binds himself,
utors, his
each
exec-
days, then he shall be chosen by the presiding officer of the Bar Association
successors,
nearest to the location of the work.
administrators, and assigns to the other party to this agreement, and to the successors, executors, adminis-
Should the party demanding arbitration fail to name an arbitrator within

ten days of his demand, his right to
54
arbitration
shall
lapse.

Should the
action,
it
and whenever permitted by law

be
filed in
other party fail to choose an arbitrator within said ten days, then such presiding officer shall appoint such arbitrator. Should either party refuse or neglect to
may
The
Court to carry
it
into
effect.
arbitrators shall fix their
own
supply the arbitrators with any papers or information demanded in writing,

the
arbitrators
compensation, unless otherwise provided by agreement and shall assess
are
empowered
shall
by
with
upon
the costs and charges of the arbitration either or both parties.
both parties to proceed ex parte.
The award
of the arbitrators
must
The
arbitrators
If there
act
be one arbitrator be binding; if three, the decision of any two shall be bindSuch decision shall be a coning.
promptness.
his decision shall
be in writing and, if in writing, it shall not be open to objection on account of the form of the proceedings
or the award, unless otherwise provided by the laws of the State in which the work is to be erected.
dition precedent to
any
right of legal
The Owner and the Architect hereby agree to the full performance of the covenants contained herein. IN WITNESS WHEREOF they have executed this agreement, the day and year first above written.
BUILDING CONTEACTS
55
THE STANDARD FORM OF AGREEMENT BETWEEN CONTRACTOR AND OWNER

ISSUED BY THE AMERICAN INSTITUTE OF ARCHITECTS FOR USE
WHEN A STIPULATED SUM FORMS THE

BASIS OF
PAYMENT
of the National Association of Builders' Exchanges, the National Association of Master Plumbers, the Na-
Metal Contractors of the United States, the National Electrical Contractors' Association of the United States, the National Association of Marble Dealers, the Building Granite Quarries Association, the Building Trades Employers Associtional Association of Sheet
ation of the City of
New York, and the Heating and Piping Contractors National Association.
THIRD EDITION, COPYRIGHT 1915-1918 BY THE AMERICAN INSTITUTE OF ARCHITECTS, THE OCTAGON, WASHINGTON, D. C. THIS FORM IS TO BE USED ONLY WITH THE STANDARD GENERAL CONDITIONS OF THE CONTRACT
day
of
in the year
Nineteen
dred and
by and between
hereinafter called the Contractor,
and
WITNESSETH, that the Contractor and the Owner for the considerations hereinafter named agree as follows: Article 1 The Contractor agrees to provide all the materials
.
and to perform
all
the
work shown on the Drawings and
described in the Specifications entitled

(Here insert the caption descriptive of the work as used in the Proposal, General and upon the Drawings.)
Conditions, Specifications,
prepared by
56
acting as,
tect,

and
and to
Documents entitled the Archido everything required by the General Conditions

in these Contract
of the Contract, the Specifications

Article 2.
The Contractor
and the Drawings. agrees that the work under
this
Contract
shall
be substantially completed
(Here insert the date or dates of completion, and stipulations as to liquidated damages, if any).
Article 3.
The Owner
agrees to
pay the Contractor
in current
funds for the performance of the Contract
subject to additions and deductions as provided in the General Conditions of the Contract and to make payments on account
thereof as provided therein, as follows
:
On or about the ........
month .................... per cent of the value proportionate to the amount of the Contract, of labor and materials incorporated in the work ....................... .......................... up to the first day of that month
day
of each
as estimated
by the
payments.
On
Architect, less the aggregate of previous substantial completion of the entire work, a
sum
sufficient to increase the total
payments to ............
per cent of the contract price, and .......... days thereafter, provided the work be fully completed and the Contract fully
performed, the balance due under the Contract.
Article 4- The Contractor and the Owner agree that the General Conditions of the Contract, the Specifications and the Drawings, together with this Agreement, form the Contract,
and that they are as
fully a part of the Contract, as if hereto attached or herein repeated and that the following is an exact enumeration of the Specifications and Drawings:
;
BUILDING CONTRACTS
57
The Contractor and the Owner

sors,
for themselves, their succes-
the
and assigns, hereby agree to performance of the covenants herein contained. IN WITNESS WHEREOF they have executed this agreement, the day and year first above written.
executors, administrators
full
These comments
the author.
of the Institute are printed as published
without comment by
The use
"seal
"
of
seal or of the
word
Heating during construction,

Insurance
storms, hail
with the name of an individual or firm can do no harm, but since the only significance of a seal as used in ordinary contracts is to imply a consideration,
tute's
against
lightning,
wind
free
and earthquake, Keeping building and cellar from water,

Ladders,
Lanterns,
Offices
and
since all of the Insti-
forms of agreement recite considerations, the use of a seal, except in the case of a corporation, is quite
its
and
their furniture,
Permission to use articles or methods

other than those specified,
A bond, however, by unnecessary. very nature must be under seal.

NOTES ON THE GENERAL CONDITIONS OP THE CONTRACT
Photographs, Protection and care of trees and

shrubs, Protective coverings in general,
Sanitary convenience,
In some cases the Articles as printed do not include all necessary General Conditions of the Contract. The Architect will then add such others as he
Scaffolding,
Sheds,
Sidewalks,
Special cleaning other than "broom clean," as in Article 33, Stoppage of work in freezing weather,
deems
wise.
Many
architects
include
in
their
General Conditions one or more of Most of the subjects named below. these are better placed in the specififor the various trades; and though suited for inclusion in the General Conditions, are not always
Telephone,
cations
Temporary enclosure from weather, Temporary stairways, Temporary wiring and electric lights,
Vault permits,
others,
Watchmen.
For further information of use in connection with the General Conditions,
needed.
Among
these subjects are:
Bracing building during construction,
Charges for extra copies of drawings,

Chases,
refer
to
the
"Handbook
of
Checking by surveyor and his

cate,
certifi-
Architectural Practice," published by the American Institute of Architects.
Contractor to keep the work in repair,
NOTES ON THE BOND OF SURETYSHIP

The bond
of
Contractor to lay out the work, giving lines
Suretyship
If
is
drawn
to be
and
levels,
if
for use with either corporate or indire-
Contractor to work overtime

quired,
vidual sureties.
a bond
is
Fences,
given, this form, without additions or omissions, should be insisted upon to
58
THE LAW OF CONTEACTS

shall
insure a full measure of protection.
be without interlineation,
shall
alter-
Proper certification that those signing the bond have authority so to sign should accompany the bond.
ation or erasure.
Proposals
not
contain
any
recapitulation of the
work
to be done.
NOTES ON THE INVITATION TO BID, INSTRUCTIONS TO BIDDERS AND FORM OP PROPOSAL

The
above
Institute formerly issued
of value.
No oral, telegraphic or telephonic proposals or modifications will be considered.
Proposals shall be addressed to the
the
Owner, in care of the Architect, and shall be delivered to the Architect

enclosed in an opaque sealed envelope " addressed to him, marked "Proposal and bearing the title of the work and
named forms which contain
Experience, however, showed that they had generally to be
much
adapted to specific cases. They are, therefore, reproduced here so that Architects may draw from them whatever they
the
name
of the Bidder.
deem
useful.
Should a bidder find discrepancies in, or omissions from, the drawings or documents, or should he be in doubt as to their meaning, he should at once notify the Architect, who will send a
written
instruction
FORM OF INVITATION TO SUBMIT A

PROPOSAL
to
all
bidders.
Neither Owner nor Architect will be

responsible for
DEAR
SIR:
You
are invited to sub-
any
oral instructions.
mit a proposal for Drawings, Specifications and other information may be procured from
this office
Before submitting a proposal, bidders should carefully examine the drawings
All
on and after documents must be returned to

.
and specifications, visit the site or work, fully inform themselves as to

all existing
conditions
and
limitations
this office not later than.
and
To be
entitled to consideration the
include in the Proposal a sum to cover the cost of all items included in the Contract.
shall
proposal must be made upon the form provided by the Architect, which must
be fully completed in accordance with

the
this
responsibility of their proposed subcontractors will be considered in makof bidders
The competency and

and
Bidders
accompanying "Instructions to " and must be delivered to office not later than
ing the award. The Owner does not obligate himself to accept the lowest
Very truly yours,
or any other bid. Provision will be
made
in the Agree-
ment
for
payments on account in the
following words: (Insert the Provision). Any Bulletins issued during the
FORM OF INSTRUCTIONS TO BIDDERS

Proposals,
sideration,
to
be entitled to conin accord-
time of bidding are to be covered in the proposal and in closing a contract they
will
must be made
become a part
thereof.
ance with the following instructions. Proposals shall be made upon the form provided therefor, and all blank
spaces in the form shall be fully filled; numbers shall be stated both in writing
FORM OF PROPOSAL
(The Proposal should be dated and
addressed to the
Architect.)
Owner in care of the
and
in figures; the signature shall
be
in long hand;
and the completed form
DEAR SIR: Having carefully examined the Instructions to Bidders,
BUILDING CONTRACTS
the General Conditions of the Contract
59
to be paid, the
pensation otherwise
Owner
and
Specifications entitled
may
retain
dollars
of ............ ($ ............ ) for each day

the
sum
(Here insert the caption descriptive of the work as used therein.) and the Drawings, similarly entitled,
thereafter,
cluded,
pleted,
that
Sundays and holidays inthe work remains uncom-
which
sum
is
agreed
upon as
the
numbered
as well as
the premises and the conditions affecting the work, the Undersigned proposes to furnish all materials and labor
called for
proper meanure of liquidated damages which the Owner will sustain per diem
by the failure of the undersigned

plete the this
to
com-
work
at the time stipulated,
and
by them
is
for
sum
is not to be
construed as in any
(Here
insert,
in case all the
work by
sense a penalty.
If
therein described
to be covered
a bond
is
one contract, "the entire work." In case of a partial contract insert name of the trade or trades to be covered
required, insert the fol-
lowing:
The undersigned
Architect
agrees,
if
awarded
and the numbers of the pages of the Specifications on which the work is
described.)
in accordance
the Contract, to execute
and
deliver to the
within ................ days
after the signing of the Contract,
satis-
with the said documents

Dollars
If
factory bond in the
form issued by
the
for the
($
sum
American
Institute of Architects (second
of
).
he be notified of
edition reissued 1918)
and in an amount
the acceptance of this proposal within days of the time set for
equal to the contract sum, and further agrees that if such bond be not required,
the opening of bids he agrees to execute a contract for the above work, for the above stated compensation in the form
the Standard Agreement of the American Institute of Architects.
of
he will deduct from the proposal price the
sum
If
of ................ dollars ($....
certified
following
clause
check is required, the should be inserted:

that
Very truly yours,
The undersigned further agrees

...... Owner,
the certified check payable to ..........
accompanying
is the
this
pro-
SUGGESTIONS TO ARCHITECTS USING THE ABOVE FORM OF PROPOSAL
posal, is left in escrow with the Architect;
that its
amount
measure of
The above form

statements
quired
will
includes only such
liquidated damages which the Owner will sustain by the failure of the Undersigned
to execute
as
will
probably be
re-
and
deliver the above
named
Additions any Proposal. usually have to be made to it.

in
Suggestions suited to certain conditions are offered in the following notes.

If
Agreement and bond, and that if the Undersigned defaults in executing that Agreement within ............ days of written notification of the award of the
to him or in furnishing the Bond within ............. days there-
the bidder
is
to
name the time
contract
required for completing the work, insert such a clause as the following:
after,
then the check shall become the
The undersigned
agrees, if
awarded
the Contract, to complete it within
property of the Owner, but if this proposal is not accepted within ............
days, Sundays holidays not included.
and whole
If liquidated damages are to be required, insert the following: And further agrees that, from the com-
days of the time set for the submission of bids, or if the Undersigned executes and delivers said Contract and Bond, the
check shall be returned to
therefor.
him on
receipt
60
If alternative

proposals are required,
Rough
brickwork
per
they should be set forth, as for example, be substiShould the Undertuted for
signed agrees to deduct (or the addition of)
($
)
thousand,
Plastering
If
per yard. the names of subcontractors whom
mil
require
dollars
the
Contractor
proposes
to
employ
are required as a part of the Proposal

this requirement should
as, for
from
(or to) the pro-
be set forth,
the
posed sum. If unit prices are required as a part of the proposal, they should be set
forth as, for example:
example:
In case of obtaining
Architect's
award
the
Undersigned will employ, subject
to the
The
added
prices,
Undersigned
shall be
agrees
that
work
approval, subcontractors in each of the several trades selected from

the following
list
and
at
that
computed
these
computed at the following work omitted shall be per cent less than
per
cubic
(one or more
trade)
:
names
must be inserted for each

Excavation
Stone
prices.
Masonry
,
Concrete
yard,
foundations
Brickwork
etc., etc.
BUILDING CONTRACTS
61
Building Contract, Cost plus Basis
AGREEMENT
i
made
hereinafter designated as
BETWEEN the Owner

AND
hereinafter designated as the Contractor.
WITNESSETH:
The Contractor hereby covenants, promises and agrees, and with the said Owner, for the consideration hereinafter .months from the date hereof, to well and named, within. sufficiently perform, and substantially complete and finish the several works required to be performed in connection with on premises, agreeably to the and by prepared specification drawings and Specification being hereby Architects, (said Drawings made a part of this agreement) and also to find, furnish and provide such good, proper and sufficient labor, cartage and
1.
to
materials of
all
and
sufficient for performing,
kinds whatsoever, as shall be proper, requisite completing and finishing the
several works required for said building as shown on said Drawings and as called for in said Specification, as therein and herein provided, and similarly to perform each and every of
the General Requirements to such specifications annexed. All of the foregoing to be done in a proper, skillful and work-
manlike manner, to the satisfaction of and under the direction of said Architects, and to be testified by a written certificate under the hand of the said Architects.
'
2. The Owner hereby covenants, promises and agrees, to and with the said Contractor, in consideration of the covenants and agreements on the part of the Contractor, herein contained, being strictly performed and kept by the Contractor, as specified herein, to pay or cause to be paid to the Contractor for the
62
works performed by the Contractor hereunder, the sum of the

actual net cost to the Contractor of the materials actually furnished and labor and cartage actually performed by it
hereunder on and for said building, plus a profit of

cent.
per
It is agreed that in the aforesaid net cost there shall not be included any interest on moneys, rent of the general office of the
Contractor, the services of any walking or visiting superintendent, or any officer of the Contractor, nor the clerical services of the general office of the Contractor, and further that
in determining the actual net cost of articles or materials or
items of every kind covered by the within agreement, there shall be deducted from the gross cost thereof all cash and trade discounts, rebates, allowances, credits, salvage, commissions
and
bonifications.
The
trade and time discounts on

building,
contractor agrees to obtain all possible bills for materials furnished for said
bills for
and
will
pay the
such materials within the
highest discount periods. " actual net cost" shall include It is agreed that the term
only the following: a. The actual net cost to the Contractor of
all
labor furnished
without sub-letting.
b.
The
tion as
shown by the
actual net cost of materials purchased for this opera-* original invoices of said materials after all
discounts, rebates, commissions, allowances, credits, bonifications and salvage have been deducted.
c. The expenses incurred by the Contractor for the rental and operating costs of hoisting apparatus (less all rebates) and swinging scaffolds, and for the cartage to and from the site of all
materials, tools, scaffolding, supplies, etc., telephone service at the site. Also for all permits required in connection with this
contract.
tools, lanterns, hose and maintenance and repairs to same. Bills brooms, etc., including for such item shall be included in the Contractor's regular d.
The
cost of all scaffolding,
and all (except lanterns, hose and brooms), shall be specially identified by being stamped "Plan.t." Upon the completion of the work, a statement is to be prepared " " of all such Plant bills and from the total amount billed thereapplications for payment,
BUILDING CONTRACTS
for
63
is
a deduction of twenty-five per cent (25%)
to be
made for
depreciation, wear
and
tear,
and
loss of scaffolding, tools, etc.,
and of the balance fifty per cent (50%) is to be charged as part of the net cost of the work, and the remaining fifty per cent (50%) is to be credited to the Owner by the Contractor on his final bill, which credit is to be deducted from the final payment made to
the Contractor, the materials then becoming the property of the Contractor.
e. The total amount of sub-contracts entered into by the Contractor for the work and materials as approved, as hereinafter provided. f The expenses incurred by the Contractor for the time and traveling expenses of the Contractor's inspectors, necessarily visiting the shops of sub-contractors for the purpose of inspect.
ing the woi*k of sub-contractors for said building if such shops be distant a greater radius than twenty-five miles from the
City Hall of
3.
New York City.

shall
first of
be made to the Contractor as follows: each month, the Contractor is to render a detailed, itemized statement to the Architects, showing
Payments
On
or about the
the net cost of materials delivered at the building site, the net cost of materials actually installed in, and of cartage and labor
actually performed for and on said building, and the net cost of materials manufactured for the said building but not yet delivered at the building site and for which at the time of
ordering
it is agreed by the Owner that payment will be made when manufactured and prior to delivery, and the Owner is to make payment of the amounts of same to the Contractor, plus
the aforesaid profit of per

cent,
which
all
it
Contractor when
per cent thereon, less per cent shall be paid to the said the works herein agreed to be per-
formed by
have been performed and practically completed. The final payment in full to be made to the Contractor when all the work herein agreed to be performed by it has been performed and completed. It is expressly understood and agreed that the Contractor is
not to receive any
payment
for
any material
for said building
before delivery at the building site unless the hereafter agree thereto in writing.
Owner
shall
64
4.

It is agreed
parties that the Contractor may at his option during the progress of the work submit to the Architects on or about the middle of each month a payment requisition
by the
accompanied by receipted bills, and receipted vouchers covering the amount expended by the Contractor for pay rolls, for work performed directly by the Contractor and for all bills discounted for the benefit of the Owner, and the Owner agrees to pay to the Contractor the amount of such requisition within one week after the receipt thereof by the Architects, plus the
aforesaid profit of tion of per cent.
It
is
per cent, less the aforesaid reten-
agreed that the Contractor, in making the regular monthly requisitions for payments under this contract (excepting the
first requisition),
shall deliver the previous
month's
bills, accompanied by receipted vouchers and receipted bills for same of all sub-contractors or other persons (except receipts for labor directly employed by the Contractor for which labor the Contractor will submit its weekly payrolls) for the approval of
the Architects, which bills shall show any and all discounts that may be allowed thereon, and the Contractor shall not be
entitled to
less
any monthly payment, after the first payment, unhe has delivered to the Architects receipted vouchers from
sub-contractors and material men, covering the previous payment made to the Contractor by the Owner. In case any errors shall be found in any of the bills aforesaid, the Contractor shall make good any and all of such errors and shall reimburse the Owner for the amount thereof. Prior to each of said payments by Owner to Contractor, said Contractor shall present and deliver to the said Owner a certificate in writing, under the hand of the said
and furnished and such such materials and manufactured cartage, materials, under and in accordance with the provisions of this
certifying that the Contractor has performed such labor
agreement, as to entitle said Contractor to such payment. No certificate given or payment made under this contract, including the final certificate and final payment, shall be construed to be an acceptance of defective work or improper materials.
5.
The Contractor
agrees to provide
all
manner
of materials
of every de-
and
labor, scaffolding, implements,
and cartage
BUILDING CONTRACTS
scription for the
this agreement.
6.
65
due performance
of the Contractor's part of
The Contractor
licenses
agrees to obtain and
pay
for all permits
and
to give all notices, pay all fees, and to comply with all laws, ordinances, rules and regulations bearing on the work, and the cost thereof shall be included in the net cost of
and
the building.
If
any
of the
work shall be done contrary
to such
laws, ordinances, rules and regulations, the Contractor agrees to bear all costs and expenses arising therefrom, and also to
indemnify and save the Owner harmless from all penalties and damages incurred by reason of the non-observance by the Contractor of such laws, ordinances, rules and regulations, or
failure to give notices, or to obtain permits
7.
and
licenses.
Should the Owner at any time during the progress of said work, desire to make any alterations, deviations, additions, or omissions, from said specifications, drawings, or from the requirements under this agreement, so far as relates to the matters or work to be done or materials to be furnished by the Contractor, said Owner shall be at liberty to do so, and the same shall in no way affect or make void this agreement, except
as otherwise provided in the fifth clause of this agreement. 8. Should the Contractor at any time during the progress of
said works, in the opinion of said Architects, refuse or neglect to supply proper or sufficient materials or workmen, or should it
suspend work on any of said works on said building (except through stress of weather), on any working day, or should the Contractor be adjudged a bankrupt or make a general assignment for the benefit of creditors, or should a receiver be appointed of the Contractor, said Owner shall have the right, and is hereby authorized, except as otherwise agreed in paragraph 9
on giving three days' written notice signed by said Architects acting for said Owner, mailed to the said Contractor to its office address, to provide labor and materials and
hereof,
proceed with and finish the said works and the said Contractor shall be liable to the Owner for all resulting costs, damages
and expenses.
The Owner may, however,

and at
for the causes
mentioned
in this
its option, after three days' written notice signed by said Architects acting for said Owner, and mailed to Contractor as
66

employment of the Contractor for any and enter upon the premises and take
aforesaid, terminate the or all of the said works
possession, for the purpose of completing such works, of all
materials, tools, appliances thereon, and employ any other person or persons to finish the work, and provide the materials
and labor
therefor,
and
in case of such discontinuance of the
of the Contractor, said Contractor shall not be entitled to receive any further payments under this contract
employment
works shall be wholly finished, at which time the Contractor shall be paid whatever balance is found to be due to
until the said
it
for
amounts expended
either for labor, materials,
payments
to sub-contractors or otherwise, plus the Contractor's percentage of profit aforesaid and as shall be certified to by the Archi-
however, such expenses or damages as the Owner may by so completing said works. It is understood and agreed that should the expense to the Owner in completing this contract be increased by reason of such discontinuance of the
tects, less,
suffer
employment
responsible to the
of the Contractor, then the Contractor shall be Owner for such entire increase in addition to
the other expenses or damages, hereinabove referred to. 9. Should the Contractor be obstructed or delayed in the
prosecution or completion of the alterations to said building by the acts, neglect or default of the Owner, or of the Architects,
or
by any sub-contractor
for
whom
the Contractor
is
not
responsible, or of common carrier, or by any damage which may happen by fire or other casualty for which the Contractor is not
responsible, or by a combined abandonment of the work by workmen engaged in the manufacture of materials for said building or of workmen directly engaged on work on said building, in
no wise caused by any
act, fault, default or collusion of
the Contractor, then the time hereinbefore fixed for the completion of the alterations to said building shall be extended for a period equal to the time lost by reason of any or all of the causes
aforesaid, but no extension shall be made unless a claim therefor is presented, in writing to the said Architects, within fortyeight hours after the occurrence of such delay. The duration of
such extension shall be certified to by the Architects, but appeal may be made from their decision to arbitration as hereinafter
provided, anything herein to the contrary notwithstanding.
BUILDING CONTRACTS
10.
67
Should any dispute arise between the parties hereto, respecting the true construction or meaning of the drawings or specifications, the same shall be decided by said Architects, and their decision shall be final and conclusive but should any dispute arise with respect to the extension of time allowed by the
;
Architects for
this
any
of the causes referred to in the fifth clause of
agreement, such extension of time shall be fixed by two competent persons, one chosen by the Owner and the other by the Contractor, and a third person chosen by the said two persons (no one of whom shall be or shall have been in any manner connected with the works covered by the within agreement), and the decision of said three persons or a majority of them shall be binding, final and conclusive on the parties hereto,
be brought upon this agreement in any award of such arbitrators is duly made. The expense of such arbitration shall be borne equally by the parties hereto. If either of the parties hereto fail within three days after such dispute shall arise, to appoint such arbitrator, then said Architects on request of other party and after giving
shall
and no action
court until after the
written notice to each party, shall appoint one in his stead with the same power as though he had been appointed by such party.
11. The Contractor shall guard, cover, protect, and exercise due diligence to secure, and will secure said premises and
building thereon, also the adjoining and contiguous premises with wall or walls, structure or structures thereon, also the Contractor's work and materials, from injury during or re-
from any work performed under this agreement, and all damage so happening to same shall be made good by the Consulting
Owner
or
tractor, except as otherwise agreed in this seventh clause. The shall not in any way or to any extent be liable or respon-
accountable for any loss, injury or damage, which shall to the work done, or to the materials supplied, or other things used or employed by the Contractor on or about
sible or
may happen
premises or in and about said building, (damage to work and to materials built into said building, also damage to tools, scaffolding,
hoisting apparatus
site,
building by not be responsible, answerable or accountable for the consefire
and materials delivered at the excepted as hereinafter agreed) and shall

quence of any act or
acts,
of the Contractor or
omission or omissions or negligence, any sub-contractor or their workmen,
servants, or employees, engaged on or about or for such building, nor for any injury or damage thereby happening to person
or property or work done, or materials furnished by the Contractor hereunder, or anyone employed under said Contractor
or
any sub-contractor. The Owner
will insure against loss
by
materials built into said building, also from time to time, at the Contractor's request, for a reasonable valuation amount
fire all
respective interests may appear, tools, scaffolding, hoisting apparatus, and materials for said building as same are delivered at the building site, provided
named by the Contractor, and Owner and said Contractor, as their

to be
protecting both the said
the Contractor delivers the request for such insurance to the Owner, through the said Architects, at least three days in ad-
vance of the delivery of the

tus,
fire
tools, scaffolding, hoisting
and materials at the building site. Premiums on insurance will be paid by the Owner.
all
apparasuch
12.
Should any person or persons, or property be damaged
by the Contractor, or any of its subcontractors, or by any person or persons employed under said Contractor, or any of its sub-contractors, in the course of the performance by said Contractor, or any of its sub-contractors, of this agreement or otherwise, whether by negligence or otherwise, said Contractor shall alone be liable, responsible and answerable therefor, and does hereby agree to and with the said Owner, to hold harmless and indemnify said Owner, of and from all claims, suits, actions,
costs, counsel fees, expenses,
or injured
damages, judgments or decrees by
reason thereof.
Should any claim or claims be made by any person or persons, for work done upon, or materials furnished for, the said building, upon the employment of, or on the purchase of, or under agreement with, or alleged employment or purchase of, or agreement with said Contractor, and a notice of such claim or claims be, under any law now in forcfc or which may be in force, filed so as to create a lien or liens on said building, or the land whereon the same is constructed, or should any assignment of this contract or of the moneys due or to become due thereunder, be made, or any order drawn by the Contractor for
13.
BUILDING CONTRACTS
the
69
moneys, said Owner shall have the right to withhold, out of any moneys then or thereafter payable to said Contractor under this agreement, a sum sufficient to
payment
of such
satisfy said claim or claims, lien or liens, assignment or order,
and any reasonable costs and expenses thereby incurred or to which it may be subjected by reason of said claim or claims,
assignment or order, until such claim or claims, assignment or order be cancelled and disharged of record by said Contractor, and the delivery to said Owner of due and proper certificate or certificates, of the discharge and cancellation of record of such claim or claims, lien or liens, assignment or order. And said Contractor hereby agrees to cause such claim or claims, lien or liens, assignment or order to be cancelled and discharged of record as soon as attention is
lien or liens, lien or liens,
called thereto, without loss, damage, or expense to said Owner, and without delaying said work; and in case said Contractor
fails
said
any
so to do within ten days after attention is called thereto, as aforesaid, and by course that will accomplish it, whether by payment to the
Owner may, with any moneys retained
claimant or claimants or by deposit with the proper official, secure or cause the cancellation and satisfaction of such claim or
claims, lien or liens, assignment or order, and any and all of them, and at the expense of the said Contractor, and any
by the Owner, including any legal fees or other proper charges, shall be applied upon and deducted from any moneys that may be payable to the Contractor hereunder. If any lien or claim be filed or remain unsatisfied after all payments are made, the Contractor shall refund to the Owner all moneys that the latter may be compelled to pay in dismoneys
charging such lien or claim, including
14.
all costs and expenses. to sub-let necessary any of the works covered the within agreement, the said Contractor will obtain com-
so expended
Where
it is
by
petitive bids for the supply of materials and performance of labor therefor. Such bids shall be taken from responsible and
sub-contractors and responsible material houses designated by Architects or Owner and Contractor. Timely opportunity to bid shall be accorded to all such sub-contractors and material houses. Such bids shall be delivered to and opened by the Architects. These sub-contracts shall be awarded to the
skillful
70
bidder chosen by the Contractor, but must be approved by the Architects or Owner. All sub-contracts executed shall be made
in the
name of the Contractor.

relation
in the sub-contracts shall create any between any sub-contractor and the Owner, and the same shall not in any way relieve the Contractor of its agreements, covenants, obligations and respon-
Nothing contained
contractual
sibilities
hereunder.
of accounts,
15.
The Contractor
and books
agrees that it will keep accurate records showing the cost of the respective works
performed under this agreement on said building, and will permit the said Owner, the said Architects, or their representatives,
reasonable business hours, to inspect all payrolls, accounts, contracts, records, and books of the said Contractor, in so far as they relate to matters or works covered by this
during
all
agreement.
The Contractor agrees to protect and hold the Owner harmless against any and all demands and claims on account
16.
of infringements or alleged infringements of patented or alleged patented articles or inventions used on and for said building,
pay all royalties, and will, at its own cost and expense, defend any and all suits which may be brought against the Contractor or the Owner on account of infringements or alleged infringements, and will pay any and all fees, costs and damages
will
resulting therefrom.
It is agreed that the Architects act in a professional 17. capacity and simply as agents for the Owner, and that as such they neither assume nor incur any pecuniary responsibility whatever.
agrees to be responsible for and will superintend the execution of all the works covered by this
18.
The Contractor
agreement. The Contractor agrees to consult and cooperate with the Architects, give advice, make suggestions, and wherever possible,
will
endeavor to
effect
proper savings and economies
in all parts of the work.

19.
The sum
tractor will be full
hereinbefore agreed to be paid to the Conand complete compensation for all the ser-
vices to be performed
by the Contractor, and no
additional
BUILDING CONTRACTS
71
compensation will be given for the letting of any sub-contracts by the Contractor and no extras shall be granted by the Contractor to any sub-contractors without a written order from
the Architects.
The Contractor shall maintain such insurance as will protect him and the Owner from claims under Workmen's Compensation Acts, and from any other claims for damages
20.
for personal injury, including death, which may arise from operations under this contract. Certificates of such insurance
with the Architects, and shall be subject to approval of Owner and Architects as to the companies writing such insurance and the adequacy of protection. The cost of such insurance is to be charged as part of the net cost of the building.
shall
be
filed
is an inagreed that the said dependent Contractor and not an agent for the Owner. 22. It is agreed by and between the Owner and Contractor that tune is of the essence of this agreement.
21.
It
is
23. This agreement shall not be assignable by the tractor without the written consent of the Owner. 24.
Con-
The covenants and agreements

to,
herein set forth shall
extend
assigns.
and bind the parties
hereto, their successors
and
72
Building Contract
Cost Plus Basis
Another Form
AGREEMENT, made
.
between hereinafter referred to as Contractor and hereinafter referred to as Owner.
In consideration of the mutual promises herein contained,

the parties agree as follows:
1.
The Contractor
named,
cartage,
all
agrees, for the consideration hereinafter to perform all of the work and provide all of the labor,
materials, implements, machinery, appliances and other articles necessary or proper to completely erect, construct and finish in a good, substantial and workmanlike
manner, a building upon certain premises situated

-,
all
in accordance with
and as shown on
and
certain
drawings and described
in certain specifications prepared
by
Architect, which drawings
specifi-
cations have been identified by made a part of this contract. 2. The work included in this
the parties,
and are hereby
contract shall be done under
the general supervision and direction of the said Architect. Should there be a disagreement between the Contractor and the Architect as to the true construction and meaning of the drawings or specifications, the Contractor shall adopt the con-
by the Architect, so that there may be no delay in the work by reason of such disagreement. The doing of the work by the Contractor in accordance with such judgment of the Architect shall not be deemed an acceptance by the Contractor of such construction of the plans or specifications and, in the event that the Contractor so desires, the question as to the true construction of such plans and specifications, in any instance, shall be the subject of arbitration as hereinafter provided, for the purpose of determining the dis-
struction contended for
the question is decided in favor of the Contractor, and the cost of doing the work in accordance with the judgment of the Architect shall have been more expensive than
agreement; and,
if
BUILDING CONTEACTS
the
73
for by the Contractor (which question be the subject of the same arbitration), the Contractor shall be deemed to have performed this contract for so much less as is represented by such excess in cost. But nothing herein contained shall be construed so as to deprive the Contractor of such costs and its profit of ten (10%) per cent.
shall also
(as hereinafter provided),
3.
method contended
upon such excess
in cost.
No
alterations shall be
made
in the
work except upon
written order of the Architect.
The Contractor agrees to provide the usual facilities at times for the inspection of the work by the Architect or its authorized representatives; and within twenty-four hours after receiving written notice from the Architect to that effect to remove from the ground and buildings all materials con4.
all
it, whether worked or unworked, and to take down portions of the work which the Architect shall by like written notice condemn as unsound or improper, or as in any way fail-
demned by
all
ing to conform to the drawings and specifications, and shall make good all work damaged or destroyed thereby. The
question whether work or material condemned by the Architect was properly condemned may upon written demand of the
contractor be referred to arbitration as hereinafter provided. If the question is decided against the Contractor he shall pay
the cost of the removal and replacement and the cost of the material and work and this cost shall not be charged against the Owner; but if said question is decided in favor of the Con-
removal and replacement and the cost of the material and the work shall be added to the cost of performance and shall augment $ And in the
tractor, the cost of the
event that the arbitrators decide said question in favor of the Contractor the time herein fixed for performance shall be extended by a period equal to the period of delay caused by such work.
shall conform in all respects to all statutes, and other ordinances, regulations and requirements of all authorities having jurisdiction of the work or any part thereof, and shall procure all permits except the building permits (which building permits the Owner shall obtain at once), licenses and privileges which shall be required in the prosecution of the
5.
The Contractor
74

shall restore to
good and proper condition any street and part thereof, any pavement, conduit or other structure therein or thereon; and shall upon completion of the work, remove therefrom and from the premises and streets adjacent, all refuse, waste, unused material and all remaining property of the contractor, its sub-contractors, employees, agents and servants, and properly clean the said building and the said streets. The Contractor shall protect all property adjacent to or which may be affected by this operation so that no damage shall result therefrom, and shall in all respects in the performance of this contract use reasonable care and diligence to guard against and prevent accidents and injuries of every kind, both to The Contractor shall promptly pay persons and property. for all labor and services employed and for all materials furnished and as far as practicable shall cause similar prompt payment to be made by all sub-contractors. The Contractor shall
work;
use
its
best efforts to reduce the cost of the
work
to the lowest
commensurate with the quality of materials and character of the work, as called for by the specifications. 6. Should the Contractor at any time refuse or neglect to
figure
supply a sufficiency of properly skilled workmen, or of materials of the proper quality, or fail in any respect to prosecute the work with promptness and diligence, or fail in the performance of any of the agreements herein contained, the Owner shall be at liberty, after five days' written notice to the contractor, to provide any such labor and materials, and to deduct
the
after to
damage caused thereby from any money then due or therebecome due to the Contractor under this contract; and
the owner shall also be at liberty to terminate the employment of the Contractor for the said work and to enter upon the
premises and take possession, for the purpose of completing the work included under this contract, of all materials, tools and
appliances thereon, and to employ any other person or persons to finish the work, and to provide the materials therefor and in
;
case of such discontinuance of the
tractor, it shall not be entitled to under this contract until final completion of the building, on which date the Contractor shall receive whatever balance may remain after deducting from the Contractor's profit and cost of
employment of the Conreceive any further payment,
BUILDING CONTRACTS
75
performance to the date of discontinuance, all damage incurred through the default of the Contractor as aforesaid. 7. Should the Owner desire, at any time during the progress
alterations or deviations from, or additions to, the plans or specifications, or from the requirements under this agreement so far as relates to matters o r work
to be done or materials to be furnished by the Contractor, the Owner shall be at liberty to do so and the same shall in no way make void this agreement. For all the extra work caused by such alterations, deviations or additions, the Owner shall pay the Contractor, in addition to the contract price herein menof said work, to
make any
overhead
for the
tioned, the cost to the Contractor of such extra work, including cost, plus ten (10%) per cent, of such total cost; and,
performance of this contract, purpose of ascertaining the amount to which the contractor's extra compensation of 50% shall apply, the cost of such extra work shall not be taken into consideration. 8. (a) The Contractor shall not assign this contract without the written consent of the Owner. All or any portion of the work covered by this contract (b) be sublet by the Contractor; but all sub-contracts shall, may when practicable, be made upon the basis of competitive bids. Provided, however, that the Contractor shall not be required to obtain the bids of any but reputable firms, persons or corporations; and provided, further, that if the Contractor deems it inadvisable to accept the lowest bid, he may award the subcontract to the next lowest bidder; and provided, further, that the contractor shall not be required to employ a sub-contractor against whom it has a reasonable objection. Copies of all sub-contracts shall be furnished to the Architect for its convenience.
(c) If the Contractor shall cause any part of this contract to be performed by a sub-contractor, the provisions of this contract shall apply to said sub-contractors and his or its officers, agents and employees in all respects as if he or it and they were employees of the Contractor and the Contractor shall not be in any
in determining the total cost of
manner thereby discharged from
its
obligations
and
liabilities
hereunder, but shall be liable hereunder for all acts and negligence of the sub-contractor, his or its officers, agents and em-
76
ployees as
if
they were the employees of the Contractor. Final payment to any sub-contractor shall be made not later than thirty (30) days after the completion of this contract and acceptance in writing of the work by the Architect.
9.
save
it
The Contractor agrees to indemnify the Owner against and harmless from all loss and damage (including damage to
person er property) arising from the failure of the Contractor or those acting under it to conform to the statutes, ordinances or other regulations or requirements of any governmental authoror arising from anything done by or negligence of the Contractor or its sub-contractors or the officers, agents or employees
ity,
of either while engaged in the performance of this contract, or while in or about said building or premises, or arising from accident or any injury (provided the same be not caused by act
of the
Owner,
his agents or servants, or

this
any one employed by the
Contractor) to any sub-contractor or any officer, agent or employee of a sub-contractor while engaged in or about the performance of this contract, or while in or about
said building or premises, or arising from the alleged infringement of any patent rights in the performance of said contract, or arising from liens or claims for services rendered or labor or
Owner other than
materials furnished in or for the performance of this contract. The Owner shall, during the continuance of this agreement, be
responsible and accountable to the Contractor for any loss, injury or damage which shall or may happen to the work done or to the materials supplied or other things used or emliable,
ployed by the Contractor on or about said premises or in or about said building when caused by the Owner, its agents and servants, and shall be responsible, answerable and accountable during the continuance of this agreement for, or for the con-
sequence of, any act or acts, omission or omissions or negligence of any other Contractor employed by the Owner or the sub-contractor of such Contractor, their workmen, servants or
employees, engaged in or about such building, and for any
injury or
or
damage thereby happening to person or property, or work done or materials furnished to the Contractor hereunder,
any one employed under said Contractor. The Owner shall pay to the Contractor as the consideration and price for the performance of this contract a sum equal
10.
BUILDING CONTRACTS
77
to the actual cost thereof, plus ten (10%) per cent, of such cost for the Contractor's services and profit; but the total compensation of the Contractor hereunder shall not exceed $
,
exclusive of all extra work, for which the Contractor shall receive extra compensation as hereinafter provided.
I.
The
following items shall be included in the cost of perthis contract,
formance of
but such enumeration
shall
not in
:
any manner limit or restrict the actual cost of performance (a) Expense paid for labor, and incurred in the purchase and delivery of all materials required under this contract, and removal after completion of all unused and surplus materials, and delivery and removal of tools, machinery and plant in connection with the work, and incurred in the superintendence of construction, and for patent rights for things which become
part of said building or
its its
equipment, or which are used during
construction, and for official fees and other permits, and for insurance to protect the owner and the contractor against loss, which insurance shall consist of workmen's compensation
and adequate liability insurance to protect the Contractor and Owner against liability for damage or injury to
insurance,
persons and/ or property.

(b)
(c)
The amount paid for apparatus

Expense
of the
hired or rented.
employees
of Contractor's field office.
(d)
The
cost of value (at the option of the Contractor) of all
plant, horses, lumber, timbers, tools, machinery ments used in connection with said works.
II.
and imple-
On
building, the Contractor shall remove from the premises
completion of the works on said premises and said all such
plant, horses, timber, tools, machinery and implements as are in serviceable condition, crediting the owner with fifty (50%)
per cent, of the cost or value (at the option of the Contractor) No credit shall be thereof, as originally charged hereunder.
given to the Owner, however, for any lumber or timber which under ten (10) feet in length.
III.
is
any
interest
There shall not be included in the cost of performance on moneys, office rent, the services of any walking
or visiting superintendent or any officer of the Contractor, nor the clerical or engineering services of the general office of the
Contractor except as hereinbefore provided; and in determining
78
the actual cost of articles, materials or items of every kind covered by this agreement, such articles, materials or items as
are the subject of unpaid
bills
accompanying requisitions
of the
Contractor shall be taken at their net cost to the Contractor, and such articles, materials or items as are the subject of paid bills accompanying requisitions of the Contractor shall be taken at their gross cost thereof, without deduction for cash or trade
discounts, rebates, allowances, credits or bonifications, (provided only that the owner shall have been given an opportunity
of advancing the
amount of the payment and of obtaining the discount). IV. The Owner shall pay the Contractor's compensation in lawful money of the United States, as follows:
(a)
On
or about the fifteenth
day
of each
and every month
progresses, the Contractor shall by due and proper delivered to the Architect, specify the amounts paid requisition for all the labor and the costs of all materials furnished during
as the
work
the preceding month, including cartage and labor in connection therewith, and also insurance premiums for insurance theretofore obtained, official fees,
Contractor's
field office,
and cost of permits, expenses of and also the cost or value (at Con-
machinery theretofore delivered, including and the reasonable hire or rental of apparatus theretoplant, fore incurred, and any other cost of performance. The Architect shall, within six (6) days thereafter, certify to the Owner the correct amount due the Contractor under the requisition,
tractor's option) of
Owner shall pay to the Contractor the amount so on such requisition forthwith after the certification by the Architect, such certificate to specify that the labor and materials charged have actually been supplied by the Contractor and are then included in the construction or are located upon the premises, and that said other costs have been incurred, and that the cost or value thereof is proper. The Owner may,
and
-the
certified
so desires, require the Contractor to exhibit paid invoices or receipts evidencing actual payment, which invoices or receipts shall remain the property of the Contractor; but nothing herein
if it
contained shall be construed so as to require the Contractor to pay any bills, accounts or expenses, except for labor performed, before being entitled to receive payment as the work progresses.
BUILDING CONTRACTS
If
79
the
Owner should
fail
to
pay
to the Contractor, within five
days of its maturity and presentation, any sum due it as a payment under this contract, or awarded by arbitrators, or if the Architect should fail to pass upon and certify to the Owner
any requisition submitted to him as herein provided, then the Contractor may, upon five days written notice to the Owner, stop work or terminate this contract and recover from the Owner payment for all work executed and any loss sustained upon any plant or material, and profit and damages. (b) Upon the substantial completion of the work and
'
within thirty (30) days thereafter the Architect shall certify such fact to the Owner, and if there are not then any amounts due and unpaid to sub-contractors, laborers, or material men,
and if there are no mechanics' liens or other similar charges against the premises or the building, arising out of any fault or default on the part of the Contractor, which have not been
otherwise, and upon the thirtieth day after completion, provided that such final certificate shall have been theretofore obtained, the Owner shall pay to the Con-
disposed of
by bond or
tractor the final payment, which final payment shall include said Contractor's profit of ten (10%) per cent., the Contractor's
additional precentage, as provided in the next succeeding subdivision of this paragraph, and any and all sums to which
may be entitled hereunder. In the event that the aggregate of the actual cost to the (c) Contractor of performance of this contract and said profit of
.ten
the Contractor
(10%) per
cent, shall
amount
to less than
exclusive of compensation for extra work, the Contractor shall receive from the Owner as additional compensation, fifty (50%)
per cent, of the difference between $ actual cost plus ten (10%) per cent.
11.
If at
and such
any time there
shal be asserted
any mechanic's
lien
for which,
established, the Owner might become liable, and which is chargeable to the Contractor, the Owner shall notify the Contractor thereof; and if the Contractor shall not, within
if
fourteen days thereafter, have bonded or otherwise disposed thereof, the Owner shall have the right to retain out of any
payment then due or thereafter

sufficient to
to
become due, an amount

against such lien or
completely indemnify
itself
80
claim.
Should there prove to be any such claim after all payments are made, the Owner shall notify the Contractor thereof, who shall have the right to use its endeavors to dispose of or to dispute or resist such claim, and the Owner shall render all assistance to the Contractor to that end; and should the Owner be compelled to pay any moneys in discharge of any such
obligatory in consequence of the Contractor's default, the Contractor shall refund to the Owner all moneys that the Owner may be compelled to pay.
claim,
12.
made
count of
The Contractor shall keep full, accurate and careful acall supplies and materials acquired by it for use under
and
shall also
this contract,
curate and careful record of
keep in separate accounts a full, acall labor employed in, about or in
connection with such work under this contract, and the Owner shall have the right to be exercised at its discretion, at any time
or times during the progress of said work and until full payment hereunder, by its duly accredited agent to inspect the books, papers, records and accounts of the Contractor with respect to
such supplies, materials and time, and to inspect such supplies and materials and check up such supplies and materials. 13. No certificate given or payment made under this contract, except the final certificate or final payment, shall be conclusive evidence of the performance of this contract, either wholly or in part, and no payment except the final payment
be construed to be an acceptance of defective work or improper materials. 14. In case the Architect and the Contractor fail to agree in relation to matters respecting payment, or the true construction
shall
or
meaning
of the plans or specifications, or as to defective
work
or materials as hereinbefore mentioned, or as to whether the Contractor is entitled to the final certificate of performance,
or protection of or damage to work, or should any dispute arise in respect of any extension of time, such questions shall be de-
termined by arbitration. The Contractor agrees to prosecute the work with promptness and diligence during the arbitration The parties may agree upon one arbitrator; proceedings. otherwise there shall be three, one named in writing by each party and the third chosen by these two arbitrators, no one of
whom shall have been or shall
be connected with the work cov-
BUILDING CONTRACTS
ered
81
this agreement. If said two arbitrators fail to select a within five days, he shall be chosen by the president third of the New York Society of Architects. Should the party de-
by
manding arbitration fail to name an arbitrator within three days of its demand, its right to arbitration shall lapse. Should the other party fail to choose an arbitrator within such three days,
then the party demanding arbitration shall deliver a notice in
writing to the party so failing, and requesting said party to choose an arbitrator, as provided in this paragraph, and if
said party shall fail to choose such arbitrator and to notify the other in writing of such selection within twenty-four hours
after the receipt of such notice, then the Architect shall appoint one in its stead with the same power as though he had
been appointed by said party. The arbitrators shall act with promptness. The decision of any two shall be binding on all parties to the dispute. The expense of such arbitration shall be borne by the party against whom the award is made. 15. (a) The Contractor agrees that its work hereunder shall be substantially completed according to the plans and If the Contractor be delayed in specification on
the completion of the
work by any act or neglect
of the
Owner
on the Architect, or of any employee of either, or by any other Contractor employed by the Owner, or by changes ordered in the work, or by weather conditions, or by strikes, lockouts, fire,
unusual delay by
common
carriers,
unavoidable casualties or
any causes beyond the Contractor's control, or by delay authorized by the Architect pending arbitration, or by any cause which
the Architect shall decide to justify the delay, then the time of completion shall be extended for a period equivalent to the
or additional time properly required on account of of any or all of the causes aforesaid. Provided, that if the Contractor shall be delayed for a period of however, three months through any act or fault of the Owner, then the
time
lost,
and by reason
may stop work and terminate this contract, and recover from the owner payment for all. work executed and
contractor
materials delivered, including said Contractor's profit, overhead charge prorated to the tune of such termination, and any loss
sustained upon any plant or material, and damages. In the event that said building is wholly, or partially (b)
82
but substantially, destroyed while in the course of construction

lightning, earthquake, cyclone or tornado, flood, act of or of the elements, or by any other causes beyond the control of the Contractor, the time herein fixed for the comple-
by fire,
God
work or any portion thereof shall be extended for a period equivalent to the time requisite and necessary to put the works in the stage of progress in which they were before such destruction.
tion of the
(c) If the Owner shall decide not to rebuild the building or to repair any such partial destruction, it shall have the right to abandon the further prosecution of the work, on condition
that
it
pay
to the Contractor the total cost to the Contractor of
performance to the date of due notice to the Contractor of such abandonment, including the said overhead charge prorated to such date, the expense of removal of the Contractor's apparatus and works, the cost of all materials delivered on the premises, or other place of storage of such materials, the cost or price of all
made for the said building, and any and all loss, however sustained, which the Contractor may sustain by reason of orders for materials, structures or other
materials or structures specially
commodities contracted for for use in said building, plus ten (10%) per cent, of the Contractor's total cost. (d) The Owner shall, within ten days after the happening of any of the contingencies mentioned in the foregoing subdivisions (b)
and
it
(c) of this
paragraph, exercise
its
election as to
of the work,
whether
shall
abandon the further prosecution
or shall rebuild the building. In the event of its failure to decide and notify the Contractor within said period, it shall be
deemed
to
have decided to abandon and to have abandoned the
further prosecution of the work, as mentioned in subdivision
paragraph. In the event that the Owner shall elect to rebuild the building, or to repair such partial but substantial destruction, then and in that event the cost of such repair or rebuilding (as the case may be) shall not be taken into consideration in deter(e)
(c) of this
mining whether said sum mentioned in subdivision 4 (c) of Paragraph "X" of this agreement has been reached, and in such event also said limit of $ as mentioned in "X" of this not shall Paragraph agreement apply, and the
,
BUILDING CONTRACTS
Contractor shall not be obligated to complete said sum exclusive of extra work. But nothing tained shall be construed so as to omit from the building the cost of such repair or rebuilding; but,
said
83
building for herein concost of the
on the contrary, such cost shall be part of the cost of the entire works for which the Contractor shall be paid, and to which its profits of
ten (10%) per cent, shall apply.
16.
The Contractor
shall effect
and maintain such insurance
as will protect it from claims under workmen's compensation acts and protect it and the Owner from any other claims for
for personal injury, including death, and for injury to property, which may arise from its operations or from the operations of its sub-contractors under this contract. Certifi-
damages
cates of such insurance shall be filed with the Owner, if it so require, and shall be subject to its approval for adequacy of protection.
The Owner shall effect and maintain, in the joint names of the Owner and the Contractor, by standard policies, insurance upon the entire structure on which the work of this contract is to be done and upon all materials, tools and appliances in or adjacent thereto and intended for use thereon, to at least eighty (80%)
per cent, of the insurable value thereof, against
all loss loss, if
and
any,
damage
shall
resulting
from
fire
and
lightning.
The
be payable to the Owner and the Contractor, as their interests may appear. Certificates of such insurance shall be filed with the Contractor, if it so require, and shall be subject to
the Contractor's approval for adequacy of protection. 17. This contract, as to its nature, validity and interpretation shall be governed made, to wit,
18.
by the law
of the place
where
it
was
notice or other paper shall be sufficiently given or served hereunder to or on either party if duly sent by registered
Any
mail, addressed as follows :
To the OWNER,
at
'To the ARCHITECT, at To the CONTRACTOR, at
Any
of said addresses
may be changed
to
some other place
in
the said city, by written notice from the party to is to be given.
whom notice
84
Cost Plus Contract
FORM USED BY UNITED STATES GOVERNMENT DURING WAR

FOR
4
WAR
CONSTRUCTION
,
Contract made and concluded this day of and between a 1921, by corporation organized under the laws of the State of represented by
,
,
president, party of the first part (hereinafter called tractor) and the United States of America, by
its
Con,
(hereinafter called Contracting Officer), acting the Secretary of War, party of the second part.
by authority
of
Whereas the Congress having declared by joint resolution approved April 6, 1917, that war exists between the United States of America and Germany, a national emergency exists and the United States urgently requires the immediate performance of the work hereinafter described, and it is necessary that said work shall be completed within the shortest possible time; and Whereas it is advisable, under the disturbed conditions which
throughout the country, for the United States to depart from the usual procedure in the matter of letting contracts, and adopt means that will insure
the most expeditious results; and Whereas the Contractor has had experience in the execution of similar work, has an organization suitable for the performexist in the contracting industry
ance of such work, and is ready to undertake the same upon the terms and conditions herein provided:
Now, therefore, this contract witnesseth, that in consideration of the premises and of the payments to be made as hereinafter provided, the Contractor hereby covenants and agrees to and with the Contracting Officer as follows:
Article
Extent of the
Work
The Contractor
shall, in
the shortest possible time, furnish

facilities,
the labor, material, tools, machinery, equipment,
and
BUILDING CONTRACTS
supplies,
85
and do
all
things necessary for the construction and
completion of the following
work:
in
nished
accordance with the drawings and specifications to be furby the Contracting Officer, and subject in every detail
to his supervision, direction, and instruction. The Contracting Officer may, from time to time, by written instructions or drawings issued to the Contractor, make changes
in said
tions,
drawings and specifications, issue additional instrucrequire additional work, or direct the omission of work
previously ordered, and the provisions of this contract shall apply to all such changes, modifications, and additions with the same effect as if they were embodied in the original drawings
and
specifications.
The Contractor
shall
comply with
all
such
written instructions or drawings.

title to all work completed or in course of construction be in the United States; and upon delivery at the site of the work, and upon inspection and acceptance in writing by
The
shall
the Contracting Officer, all machinery, equipment, hand tools, supplies and materials for which the Contractor shall be entitled
to be reimbursed under paragraph (a) of Article II hereof, shall become the property of the United States. These provisions as to title shall not operate to relieve the Contractor from any duties imposed hereby or by the Contracting Officer.
Article II.
Cost of the
Work
The Contractor
shall
be reimbursed in the manner herein-
after described for such of its actual net expenditures in the performance of said work as may be approved or ratified by
the Contracting Officer items

:
and as are included
in the following
(a)
All labor, material, machinery,

supplies,
the
workmen,
hand tools, not owned by and equipment necessary for either
temporary or permanent use for the benefit of said work; but this shall not be construed to cover machinery or equipment mentioned in section (c) of this article. The Contractor shall
86
make no departure from
the standard rate of wages being paid in the locality where said work is being done without the prior consent and approval of the Contracting Officer. (b) All sub-contracts made in accordance with the provisions
of this agreement.
Rental actually paid by the Contractor at rates not to exceed those mentioned in the schedule of rental rates hereto attached for construction plant in sound and workable condition, such as pumps, derricks, concrete mixers, boilers, clam(c)
shell or other buckets, electric motors, electric drills, electric
hammers, electric hoists, steam shovels, locomotive cranes, power saws, engineers' levels and transits, and such other equipment as may be necessary for the proper and economical
prosecution of the work. Rental to the Contractor for such construction plant or parts thereof as it may own and furnish, at the rates mentioned in the
schedule of rental rates hereto attached, except as hereinafter set forth. When such construction plant or any part thereof
shall arrive at the site of the
work the Contractor
shall
file
with
the Contracting Officer a schedule setting forth the fair valuation at that time of each part of such construction plant. Such
final, unless the Contracting Officer within five after the machinery has been set up and shall, days is working, modify or change such valuation, in which event the
valuation shall be deemed
valuation so
final.
made by
thereof, no further rental therefor shall be paid to the Contractor, and title thereto shall vest in the United States. At the completion of the work
When and if any such part shall equal the valuation
the Contracting Officer shall be deemed the total rental paid to the Contractor for
the Contracting Officer may at his option purchase for the United States any part of such construction plant then owned by the Contractor by paying to the Contractor the difference between the valuation of such part or parts and the total
rentals theretofore paid therefor. Rates of rental as substitutes for such scheduled rental rates
the Contractor and the such rates to be in conformity with rates of rental charged in the particular territory in which the work covered by this contract is to be performed. If the Contracting
may be agreed upon in writing between

Contracting
Officer,
BUILDING CONTRACTS
Officer shall furnish or
87
supply any such equipment, the Con-
tractor shall not be allowed receive

(d)
any
rental therefor
and
shall
equipment. Loading and unloading such construction plant the transportation thereof to and from the place or places where it is to be used in connection with said work, subject to the provisions hereinafter set forth, the installation and dismantling thereof, and ordinary repairs and replacements during its use
in the said
no
fee for the use of such
work.
Transportation and expenses to and from the work of the (e) necessary field forces for the economical and successful prosecution of the work, procuring labor, and expediting the production and transportation of material and equipment.
(f)
keepers, foremen
of
Salaries of resident engineers, superintendents, timeand other employees at the field offices of the
Contractor in connection with said work. any field employees of the Contractor
is
is
In case the full time not applied to said
divided between said work and other work, his salary shall be included in this item only in proportion to the actual time applied to this work.
work but
(g)
offices,
Buildings and equipment required or necessary field commissary, and hospital, and the cost of maintaining
and operating said offices, commissary, and hospital, including such minor expenses as telegrams, telephone service, expressage,
postage, etc.
Such bonds, fire, public liability, employers' liability, workmen's compensation, and other insurance as the Contracting Officer may approve or require, and such losses and
(h)
expenses not compensated by insurance or otherwise, as are found and certified by the Contracting Officer to have been actually sustained (including settlements made with the written
consent and approval of the Contracting Officer) by the Contractor in connection with said work, and to have clearly resulted from causes other than the fault or neglect of the
contractor.
the cost of the

tractor's
Such losses and expenses shall not be included in work for the purpose of determining the ConThe cost of reconstructing and replacing any of fee.
the
work destroyed or damaged shall be included in the cost of the work for the purpose of reimbursement to the Contractor,
88
but not for the purpose of determining the Contractor's fee, except as hereinafter provided. Permit fees, deposits, royalties, and other similar items (i)
of expense incidental to the execution of this contract, and necessarily incurred. Expenditures under this item must be
approved in advance by the Contracting Officer. Such proportion of the transportation, traveling, and (j) hotel expenses of officers, engineers, and other employees of
the Contractor as
is
actually incurred in connection with this
work.
in the opinion of the Conbe included in the cost of the work. When such an item is allowed by the Contracting Officer it shall be specifically certified as being allowed under this paragraph. The United States reserves the right to pay directly to
(k)
Such other items as should
tracting Officer
carriers any or all freight charges on materials of all kinds and machinery furnished under this contract and certified by the Contracting Officer as being for installation or for consumption in the course of the work hereunder; the Con-
common
character as
tractor shall be reimbursed for such freight charges of this it shall pay and as shall be specifically certified by
the Contracting Officer; but the Contractor shall have no fee based on such expenditures. Freight charges paid by the
Contractor for transportation of construction, equipment, construction plant, tools, and supplies of every character shall be treated as part of the cost of the work upon which the Con-
be based, provided that charges for transportation of such construction equipment, construction plant, and tools over distances in excess of 500 miles shall require the
tractor's fee shall
special approval of the Contracting Officer. No salaries of the Contractor's executive officers, no part of the expense incurred in conducting the Contractor's main office,
of
or regularly established branch office, and no overhead expenses any kind, except as specifically listed above, shall be included
in the cost of the
ployed or on borrowed
work.
work; nor shall any interest on capital emmoney be included in the cost of the
shall take
The Contractor
advantage to the extent
of its
ability of all discounts available,
and when unable
to take such
BUILDING CONTRACTS
advantage
shall
its
89
Officer of its
promptly notify the Contracting

reasons therefor.
from the operations of the commissary, hospital, or other facilities or from rebates, refunds, etc., shall be accounted for by the Contractor and applied in reduction of the
cost of the work.
inability All revenue
and
Article III.
Determination of Fee
As full compensation for the services of the Contractor, including profit and all general overhead expense, except as herein specifically provided, the Contracting Officer shall pay to
manner hereinafter prescribed a fee to be determined at the time of completion of the work from the following schedule, except as hereinafter otherwise provided:
the Contractor in the
Provided, however, That the fee upon such part of the cost of the work as is represented by payments to sub-contractors,
under subdivision (b) of Article II hereof, shall in each of the above contingencies be 2^2 per cent and no more of the amount
of such part of the cost. The cost of materials purchased or furnished by the Contracting Officer for said work, exclusive of all freight charges thereon, shall be included in the cost of the work for the purpose of
reckoning such fee to the Contractor, but for no other purpose. The fee for reconstructing and replacing any of the work destroyed or damaged shall be such percentage of the cost thereof not exceeding 7 per cent as the Contracting Officer
may
determine.
total fee to the contractor hereunder shall in
The
exceed the
sum
of
no event anything in this agreement to the
contrary notwithstanding.
Article
IV.
Payments
Officer
day of each month the Contracting and the Contractor shall prepare a statement showing as completely as possible: (1) The cost of the work up to an
or about the 7th
On
90
including the last day of the previous month, (2) the cost of the materials furnished by the Contracting Officer up to and including such last day, and (3) an amount equal to 2}^ per cent., except as herein otherwise provided, of the sum of (1) and (2) on account of the Contractor's fee; and the Contractor at such time
shall deliver to the
Contracting Officer original signed pay
rolls
all
for labor, original invoices for materials purchased,
and
papers not heretofore delivered supporting expenditures claimed by the Contractor to be included in the cost of the work. If there be any item or items entering into
other
original
such statement upon which the Contractor and the Contracting Officer cannot agree, the decision of the contracting officer as to
such disputed item or items shall govern. The Contracting Officer shall then pay to the Contractor, on or about the 9th day of each month, the cost of the work mentioned in (1) and the such statement, less all previous paythe statement above mentioned includes any work of reconstructing and replacing work destroyed or damfee in (3) of
mentioned
ments.
When
aged, the payment on account of the fee in (3) for such reconstruction and replacement work shall be computed at such rate,
not exceeding 23^ per cent., as the Contracting Officer may deThe statement so made and all payments made termine. thereon shall be final and binding upon both parties hereto,
except as provided in Article
Officer
XIV
hereof.
The Contracting
may also make payments at more frequent intervals for the purpose of enabling the Contractor to take advantage or discounts at intervals between the dates above mentioned of
for other lawful purposes.
Upon
final
completion of said .vork
the Contracting Officer shall pay to the Contractor the unpaid balance of the cost of the work and of the fee as determined
under Articles II and III hereof.

Article V.
Inspection and Audit
The Contracting
facilities for
Officer shall at all times
be afforded proper
inspection of the work and shall at all times have access to the premises, to the work and material, and to all
receipts, vouchers,
books, records, correspondence, instructions, plans, drawings, and memoranda of every description of the
BUILDING CONTRACTS
91
Contractor pertaining to said work; and the Contractor shall preserve for a period of two years after its completion or cessation of work under this contract all the books, records, and other papers just mentioned. Any duly authorized representative of the Contractor shall be accorded the privilege of examin-
ing the books, records and papers of the Contracting Officer relating to said work for the purpose of checking up and verifying the cost of said work. The system of accounting to be
employed by the Contractor
shall
be such as
is
satisfactory to
bills for
the contracting officer. If at any time the Contracting Officer shall find that
labor,
material, or other bills legitimately incurred by the Contractor, hereunder are not promptly paid by the Contractor,
further
the Contracting Officer may, in his discretion, refuse to make payments to the Contractor until all such obligations
past due shall have been paid. Should the Contractor neglect or refuse to pay such bills within five days after notice from the
Contracting Officer so to do then the Contracting Officer shall have the right to pay such bills directly in which event such direct payments shall not be included in the cost of the work.
Article VI.
Special Requirements
The Contractor hereby agrees that it will: (a) Begin the work herein specified at the
practicable, and diligently 'proceed so that such completed at the earliest possible date.
(b)
earliest
time
work may be
Promptly pay
for all labor, material, or other service
rendered.
Procure and thereafter maintain such insurance in such (c) forms and in such amounts and for such periods of time as the
Contracting Officer may approve or require. (d) Procure all necessary permits and licenses, and obey and abide by all laws, regulations, ordinances, and other rules applying to such work of the United States of America, of the
State or Territory wherein such work is done, of any subdivision thereof or of any duly constituted public authority.
(e)
cers,
Unless this provision is waived by the Contracting Offiinsert in every contract made by it for the furnishing to it
92
THE LAW OP CONTRACTS

and equipment, or work hereunder, a
of services, materials, supplies, machinery, the use thereof, for the purposes of the
provision that such contract is assignable to the United States, will make all such contracts in its own name, and will not bind
or purport to bind the United States or the Contracting Officer thereunder.
(f)
In every sub-contract
hereof,
made
in accordance with the
require the sub-contractors to agree to with the all comply undertakings and obligations of the contractor, herein, excepting such as do not apply to such subcontractor's work.
provisions
times keep at the site of the work a duly appointed representative, who shall receive and execute on the part of the
(g)
At
all
Contractor such notices, directions and instructions as the Contracting Officer

(h)
may
desire to give.
its
At
all
times use
best efforts in
all its
acts hereunder
and subserve the and the United States.

to protect
Article VII.
interest of the Contracting Officer
Right
to
Terminate Contract
Should the Contractor at any time refuse, neglect, or fail in any respect to prosecute the work with promptness and diligence, or default in the performance of any of the agreements herein contained, the Contracting Officer may, at his option, after five days written notice to the Contractor, terminate this contract, and may enter upon the premises and take possession, for the purpose of completing said work, of all materials, tools, equipment, and appliances, and all options, privileges, and
'
rights,
and may complete, or employ any other person or persons to complete, said work. In case of such termination of the contract, the Contracting Officer shall pay to the Contractor such amounts of money on account of the unpaid balance of the
cost of the
work and
the Contractor for the cost of the
of the fee as will result in fully reimbursing work up to the time of such
termination, plus a fee computed thereon at the rate or rates for monthly payments set forth in Article IV hereof; and the
Contracting Officer shall also pay to the Contractor compensation, either by purchase or rental, at the election of the Con-
BUILDING CONTRACTS
;
93
tracting Officer, for any equipment retained such compensation, in the event of rental, to be in accordance with paragraph (c)
of Article II in the event of purchase to be based upon the valuation determined by the Contracting Officer as of the time
and
of his taking such possession.
The Contractor hereby
agrees
that such
payments when made
shall constitute full settlement
of all claims of the Contractor against the Contracting Officer and the United States, or either of them, for money claimed to
be due to the Contractor for any reason whatsoever. In case of such termination of the contract the Contracting Officer shall further assume and become liable for all such obligations, com-
mitments, and unliquidated claims as the Contractor may have theretofore in good faith undertaken or incurred in connection with said work, and the Contractor shall, as a condition of receiving the payments mentioned in this article, execute and deliver all such papers and take all such steps as the Contracting
may require for the purpose of fully vesting in him the and benefits of the Contractor under such obligations or commitments. When the Contracting Officer shall have performed the duties incumbent upon him under the provisions
Officer
rights
of this article, the Contracting Officer shall thereafter be entirely released and discharged of and from any and all demands,
actions, or claims of
any kind on the part
of the Contractor
hereunder or on account hereof.

Article VIII.
If
Abandonment
of
Work by
Contracting Officer
conditions should arise which in the opinion of the Contracting Officer make it advisable or necessary to cease work
under this contract, the Contracting Officer may abandon the work and terminate this contract. In such case the Contracting Officer shall assume and become liable for all such obligations, commitments, and unliquidated claims as the Contractor may have theretofore, in good faith, undertaken or incurred in connection with said work; and the Contractor shall, as a condition of receiving the payments mentioned in this article, execute and deliver all such papers and take all such steps as the Contracting Officer may require for the purpose of fully vesting in him the rights and benefits of the Contractor under such obliga-
94
tions or
commitments. The Contracting Officer shall pay to the Contractor such an amount of money on account of the unpaid balance of the cost of the work and of the fee as will result in the Contractor receiving full reimbursement for the cost of the work
be computed in the following manner To the cost of the work up to the time of such abandonment shall be added the amount of the contractual obligations or commitments assumed by the Contracting Officer, and such total shall be treated as the cost of the work, upon which the fee shall be computed in accordance with
up
to the time of such
abandonment, plus a
:
fee to
Officer shall
the provisions of Article III hereof. When the Contracting have performed the duties incumbent upon him
under the provisions of this article, the Contracting Officer and the United States shall thereafter be entirely released and discharged of and from any and all demands, actions, or claims of any kind on the part of the Contractor hereunder or on account
hereof.
Article
IX.
Bond
commencing the
said work,
The Contractor
shall, prior to
furnish a bond, with sureties satisfactory to the Contracting Officer, in the sum of dollars, conditioned upon its
performance of all the terms, conditions, and of this provisions contract, and upon its prompt payment of all bills for labor, material, or other service furnished to the confull
and
faithful
tractor.
i
Article
X. Convict Labor
of this contract
person or persons shall be employed in the performance who are undergoing sentence of imprisonment at hard labor imposed by the courts of any of the several states,
territories, or municipalities
No
having criminal jurisdiction.

of Labor
Article
XI. Hours and Conditions
laborer or mechanic doing any part of the work contemplated by this contract in the employ of the Contractor or any
No
sub-contract or contracting for any part of said
work contem-
BUILDING CONTRACTS
95
plated shall be required or permitted to work more than eight hours in any one calendar day upon such work, such prohibition being in accordance with the act approved June 19, 1912,
limiting the hours of daily service of mechanics and work under contracts to which the United States
laborers
is
on
a party. For each violation of the requirements of this article a penalty of $5 shall be imposed upon the Contractor for each laborer or
mechanic for every calendar day in which said employee is required or permitted to labor more than eight hours upon said work, and all penalties thus imposed shall be withheld for the use and benefit of the United States Provided, That this paragraph shall not be enforced nor shall any penalty be exacted in case such violation shall occur while there is in effect any valid Executive order suspending the provisions of said act approved June 91, 1912, or waiving the provisions and stipulations thereof with respect to either this contract or any class of contracts in which this contract shall be included, or when the violations shall be due to any extraordinary events or conditions of manufacture, or to any emergency caused by fire,
:
famine, or flood, by danger to life or property, or by other extraordinary events or conditions on account of which, by
subsequent Executive order, such past violation shall have been excused. In the event of any dispute with reference to wages, hours, or
other conditions appertaining to said work, between the Contractor or any sub-contractor and labor employed by him on
said work, the Contractor or sub-contractor shall immediately notify the Contracting Officer of the existence of such dispute
and the reasons
therefor.
The Contracting
Officer
may, at
his
option, instruct the Contractor or sub-contractor involved in such dispute as to the method or steps which the Contractor or
sub-contractor should follow with reference thereto, and the Contractor or sub-contractor shall thereupon comply with such
instructions.
*
Article
XII.
Right
to
Transfer or Sublet
Neither this contract nor any interest therein shall be assigned or transferred. The Contractor shall not enter into any
96
sub-contract for any part of the work herein specified without the consent and approval in writing of the Contracting Officer. In case of such assignment, transfer, or subletting without the
consent and approval in writing of the Contracting Officer, the Contracting Officer may refuse to carry out this contract either
with the transferrer or transferee, but all rights of action for any breach of this contract by the Contractor are reserved to the
United States.
Article
XIII.
No Participation in Profits by Government Officials

or Delegate to Congress or Resident Commisother person belonging to or employed in the
No member of
sioner,
nor any
military service of the United States, is or shall be admitted to any share or part of this contract, or to any benefit that may
but this article shall not apply to this contract so far as it may be within the operation or exception of section 116 of the act of Congress approved March 4, 1909 (35 Stats.,
arise therefrom,
1109).
Article
XIV.
Settlement of Disputes
This contract shall be interpreted as a whole and the intent

of the whole instrument, rather than the interpretation of any If any doubts or disputes shall special clause, shall govern.
arise as to the
meaning or interpretation of anything in this contract, or if the Contractor shall consider itself prejudiced by any decision of the Contracting Officer made under the provisions of Article
hereof, the matter shall be referred to the officer in charge of cantonment construction for determination. If, however, the Contractor shall feel aggrieved by the decision
of the officer in charge of cantonment construction, it shall have the right to submit the same to the Secretary of Wars whose decision shall be final and binding upon both partie,
IV
hereto.
Article
XV
its
This contract shall bind and inure to the Contractor and

successors.
It is
understood and agreed that wherever the words "Con-
BUILDING CONTRACTS
97
tracting Officer" are used herein the same shall be construed to include his successor in office, any other person to whom the
duties of the contracting officer
be assigned by the Secretary of War, and any duly appointed representatives of the
may
contracting officer. Witness the hands of the parties hereto the day and year
first
above written,
all in triplicate.
Contract between Contractor and
Owner
for Excavation.
AGREEMENT made
inafter
called
the
Contractor,
between and
:
herehereinafter
Owner, WITNESSETH, as follows 1. The Contractor agrees in consideration of the mutual promises herein contained, that he will to the satisfaction of the Owner, excavate the premises shown on the following diagram
called the
in the
manner herein
indicated.
The plot shown
in yellow
is
to
inches below feet be excavated to a depth of in the diagram. the level of the curb at the point marked The plot shown in red is to be excavated to a depth of .... feet The plot marked blue is to be below the level of the curb. excavated to the level of the curb. 2. The Contractor agrees to prepare the ground for the erection of a building thereon in accordance with plans hereto-
fore prepared and exhibited to the Contractor, and the Contractor agrees that he will furnish all the necessary men, teams,
drills,
machinery, labor and materials necessary for that pur-
pose.
3.
The Contractor
before
agrees that he will commence work on or and will at all times have at least
least
4.
teams constantly at work on the job and at steam drills. The Contractor agrees that the whole job shall be comworking days, time being
of the
pleted in essence of the contract.

5.
It is agreed that in case the said
work
is
not so completed
shall
within
working days the Contractor

of
dollars per
for such delay as
pay
to the
Owner the sum

damages
day
as liquidated
may be caused.
98
6.
remove
stone
agrees at his own cost and expense to the debris, rock and earth from the said lot except that he shall leave sufficient stone to erect foundations and the
The Contractor
all
work of the said remove all the rock that

purpose, unless
wise.
7.
The Contractor agrees to is not required by the Owner for such specially requested by the Owner to do otherbuilding.
The Owner agrees to pay and the Contractor agrees to per cubic yard of rock reaccept for said work $ cents per cubic yard of earth removed moved and according to measurements made by a surveyor appointed by the Owner. Payments are to be made on surveyor's certificates.
8.
It is agreed that the
Owner
shall
be at liberty to require
extra excavation to be done where necessary at the

of
same
rate
payment.
9.
It is agreed that the rock and stone left for foundation be broken in a suitable and proper size for that purpose. 10. The Owner agrees on condition of the faithful performance on the part of the Contractor of the promises and conditions on his part to be performed, that he will pay for such
shall
excavation to the said Contractor at the rate of $ per cents per cubic yard of cubic yard of rock and earth, such payment to be made as follows
:
per cent, of the value of the work done to date shall be paid for at the end of every weeks, and a of the whole final payment of the remaining cent per
work
11.
shall
be paid in
days after the completion of
the contract.
The Contractor agrees that the Owner shall be entitled moneys owing to the Contractor sufficient amounts to insure him against any mechanics' liens that may be
to retain out of the
filed against
12.
the said premises.
The Contractor agrees to be responsible, and hereby assumes any and all liability for any damage or injury sustained by any person during the progress of the work, and for any act or default of the Contractor or any of his employees. 13. The Contractor agrees that if he shall be in default at any time during this agreement or unreasonably neglect or
BUILDING CONTRACTS
refuse to continue
99
work hereunder as herein provided, the
Owner
shall have the right on days' written notice to the Contractor at his last known place of residence, to complete the work and charge the cost thereof against the
Contractor
who
agrees to
pay
all
damage sustained by reason
of his default.
Building Contract Between General Contractors and
Sub-Contractor
AGREEMENT,
made
the
in the year
day of by and between
of the
(acting as Agents Owner) hereinafter designated the General Contractors,
and
hereinafter
designated
the
Sub-
Contractor.
WITNESSETH that the Sub-Contractor
in consideration of
the covenants and agreements herein contained on the part of the General Contractors, does covenant, promise, and agree with the said General Contractors as follows:
1.
The Sub-Contractor
finish in
shall
and
will well
and
sufficiently
a thoroughly workmanlike manner under the direction and to the satisfaction of the General Contractors
perform and
and
Architects (acting as Agents of the Owner,
)
all
and
everything called for in specifications, entitled
for in the City of
made by
agreeably to the drawings and specifications, the said Architects (copies of which have been deliv-
ered to the Sub-Contractor), and to the dimensions and explanations thereon, therein and herein contained, according to
the true intent
and meaning
of said
drawings and specifications,
and of these presents, including all labor cident thereto, and shall provide, at his
and materials
inall
own
expense,
100
ladders, scaffolding, implements, apparatus, moulds, models, hoisting and cartage necessary for the due performance of the
said
2.
work or works.
The
Architect or the General Contractors shall furnish
to the Sub-Contractor drawings and explanations necessary to detail and illustrate the work to be done, and the SubContractor shall conform to the same as part of this contract,
in the event of any doubt or question arising respecting the true meaning of the drawings and specifications, the decision of the Architect thereon shall be final and conclusive. It
and
is
mutually understood and agreed that all drawings and specifications are and remain the property of the Architect, and upon the completion of the work, are to be delivered to the General Contractors. 3. No alterations shall be made in the work or materials
shown or described by the drawings and specifications, except upon a written order of the General Contractors, and when so made, the value of the work and materials added or omitted shall be computed and determined by the General Contractors, and the amount so determined shall be added to or deducted from the contract price, as hereinafter provided. In case of dissent by either party hereto from such determination of the General Contractors the valuation of the work and materials added or omitted shall be submitted to two disinterested
Arbitrators, one to be appointed by each of the parties to this contract, and the Arbitrators so chosen shall, if themselves
unable to agree, choose a third without unnecessary delay,
and the decision in writing signed by those assenting thereto any two of the Arbitrators, shall be final and binding on the parties hereto, and each of the parties hereto shall pay one-half of the expenses of such reference. The determination and adjustment in the manner aforesaid of the value of any work or materials to be added to or deducted from the contract price, shall be a condition precedent to the right to demand and receive the value of any additional or extra work and materials, or to demand and have deducted from the contract price the value of any omitted work and materials, and no action will
of
lie
for the value thereof until the condition has
been per-
formed.
BUILDING CONTRACTS
4.
101
both in the shops and at the building, sufficient, safe and proper facilities, at all tunes, for the inspection of the work by the Owner, Architect and General Contractors, or the authorized representatives of any of them, and must, upon request of the General Contractors, produce all vouchers showing quality of material used. The Sub-Contractor shall, within twenty-four hours after receiving written notice from the General Contractors to that effect, at his own cost and expense, proceed to remove from
shall provide,
The Sub-Contractor
the grounds or building all materials condemned by the Architect or General Contractors, whether worked or unworked, and
to take
down
all
portions of the
shall,
General Contractors
by
like written notice,
work which the Architect or condemn as
unsound or improper, or as in any way failing to conform to the drawings and specifications. Work done or materials furnished by any Sub-Contractor and not approved by the Architect and General Contractors shall not be accepted. 5. Should the Sub-Contractor at any time refuse or neglect
to supply a sufficiency of properly skilled workmen or of materials of the proper quality and quantity, or fail in any respect to prosecute the work with promptness and diligence,
fail in the performance of any of the agreements on his part herein contained, the General Contractors shall be at liberty, after three days' written notice to the Sub-Contractor to provide any such labor or materials, and to deduct the cost thereof
or
from any money due or thereafter to become due to the SubContractor under this contract; and the General Contractors shall also be at liberty to terminate the employment of the Sub-Contractor for the said work, and to enter upon the premises and take possession of all materials and appliances of every kind whatsoever thereon, and to employ any other person or persons to finish the work, and to provide the materials therefor; and in case of such discontinuance of the employment of the Sub-Contractor, he shall not be entitled to receive any further payment under this contract until the said work shall be wholly finished, at which time, if the unpaid balance of the amount to be paid under this contract shall
exceed the expense incurred by the General Contractors in finishing the work, such excess shall be paid by the General
102
Contractors to the Sub-Contractor, but if such expense shall exceed such unpaid balance, the Sub-Contractor shall pay the
The expense incurred the herein General Contractors as by provided, either for or for the materials work, and any damage furnishing finishing
difference to the General Contractors.
incurred through such default, shall be audited and certified
by the Architect, whose certificate thereof shall be conclusive upon the parties. 6. The Sub-Contractor shall and will proceed with the said work, and every part and detail thereof in a prompt and diligent manner, and shall and will do the several parts thereof at such tunes and in such order as the General Contractors or Architect may direct, and shall and will wholly finish the said work according to the said drawings and specifications, and this
contract,
in
calendar
days from date
and
in default thereof the
Sub-Contractor shall pay to the

of
General Contractors the
sum
for
every day thereafter that the said work shall remain unfinished, as and for liquidated damages. The Sub-Contractor further
agrees to have his materials and manufactured products ready, and to begin work at the building within three days from the time that the building is ready to ,receive such work.
7. The Sub-Contractor shall not cause any unnecessary hindrance or delay to other contractors on said building, and shall bear all damages done to the work of such other contractors by his employees. Should the Sub-Contractor be
work by the
chitect, the
obstructed or delayed in the prosecution or completion of the neglect, delay or default of the Owner, the Ar-
General Contractors or of any other contractors employed by them upon the work, or by alterations which may be required in said work, or by any damage which may
happen by fire, lightning, earthquake or cyclone, or by the abandonment of the work by the employees through no fault of the Sub-Contractor, then the time herein fixed for the completion of the work shall be extended for a period equivalent
to the time lost
by reason of any or all of the causes aforesaid, but no such allowance shall be made unless a claim therefor is presented in writing to the General Contractors within twenty-
BUILDING CONTRACTS
four hours after the occurrence of such delay.
103
The General Contractors shall award and certify, in writing, the amount of The Sub-Contractor may additional time to be allowed.
appeal from said award to arbitrators constituted as provided in paragraph 3 of this contract.
The General Contractors will not, in any manner, be answerable or accountable for any loss or damage that shall or may happen to the said works, or any part or parts thereof respectively, or for any of the materials or other things used and
8.
said works; or for injury to any person or persons, either workman or the public, or for damage to adjoining property, caused by the Sub-
employed
in finishing
and completing the
Contractor or his agents, or by anyone employed by him. The Sub-Contractor further agrees to carry insurance for his own account of sufficient amount to cover any loss or damage that may become due on account of injuries happening to his
employees, or to any other person, caused by or in connection with the operations of the Sub-Contractor under this contract, the policies therefor to be exhibited to the General Contractors
whenever requested. The Sub-Contractor further agrees to deliver to the General Contractors within five days after the
signing of this contract
and before commencing any work
thereunder a certificate from the insurance carrier showing the name of such company, the date of expiration of the policies,
and the
limit of liability thereunder,
which
certificate shall
be given to the General should such or changed durbe cancelled Contractors, policies And the Sub-Contractor their term. further agrees that ing
recite that five days' written notice will
he will, during the performance of this work, place proper guards around the same for the prevention of accidents, and that he will indemnify and save harmless the Owner and
General Contractors, from any and all loss, damages or expense which they may sustain or to which they may be put by reason of injury to the person or property of another arising out of the performance of this work, or by, or on account of any act or omission of the Sub-Contractor or his agents; and the
Sub-Contractor further agrees that so much of the moneys due under this agreement as may be considered necessary for the General Contractors, may be retained by the General
104
Contractors until

all
such suits or claims for damages as aforeThe General Contractors will said shall have been settled. not be answerable or accountable for violation of any letters
patent or patent rights, or any infringement thereof by the Sub-Contractor, or by reason of the use by the Sub-Contractor of any art, machine, manufacture or composition of matter on
said works in violation of any patent or patent rights or infringement thereof against all which injuries and damages to persons and property the Sub-Contractor having control over
such work must properly guard and hold the General Contractors harmless and must make good all damage from whatever cause, being strictly responsible for the same. Where there are different contractors employed on the works, each
be responsible to the other for all damage to work, to persons or property or for loss caused by neglect, by failure to finish work at proper time and preventing each portion of the works being finished by the several Sub-Contractors, hi the time named in this contract for completion, or from any other cause; and any Sub-Contractor suffering damage shall call the attention of the General Contractors to the same, for action as
shall
4
laid
9.
down in paragraph 3 of this contract. The Sub-Contractor shall, at his own
cost
and expense,
apply for and obtain all necessary permits and the Sub-Contractor further agrees that all work performed and all materials
by him under this contract shall comply strictly with the laws and ordinances hi force in the locality in which the building is erected, and that he will comply promptly with
furnished
all
ordinances, regulations, rules

of
and orders
of the city govern-
ment and
departments and bureaus, and that he will so perform said work and furnish said materials in accordance with such laws and ordinances, and so comply with such ordinances, regulations, rules and orders whether the work and materials for the same are or are not included and
all of its
any and
provided for in the plans, drawings and specifications; and all such work and materials made necessary by such laws, ordinances, regulations, rules and orders in order to complete the
work contemplated
tractors.
in this contract, shall

will
be performed and
furnished without extra charge or expense to the General Con-
The Sub-Contractor
be responsible for a viola-
BUILDING CONTRACTS
tion of
105
of such laws, ordinances, rules and orders, and will the General Contractors for any loss or damage indemnify resulting to them by reason of any such violation.
any
10. Should the proper, workmanlike and accurate performance of any work under this contract depend in any way upon the proper, workmanlike or accurate performance of any work by another contractor on said building, the Sub-Contractor agrees to use all means necessary to discover any defects in
such contractor's work, and to report the same, in writing, to the General Contractors before proceeding with his work
which
is
so dependent;
and
shall allow to the
General Con-
defect, it being the intention of the parties hereto that the entire work on said building shall be properly performed in a workmanlike manner.
will provide all labor and in not included this materials contract in such manner as not to
11.
tractors a reasonable time to
remedy such
The General Contractors
delay the material progress of the work, and in the event of thereby causing loss to the Sub-Contractor, will that reimburse the Sub-Contractor for such they agree and the Sub-Contractor loss; agrees that if he shall delay the material progress of the work so as to cause any damage for
failure so to do,
which the General Contractors shall become liable, then he shall make good to the General Contractors any such damage over and above any damage for general delay herein otherwise provided; the amount of such loss or damage, in either case, to be fixed and determined by the Architect, or by
arbitration as provided in paragraph 3 of this contract.
hereby mutually agreed by the parties hereto that to be paid by the General Contractors to the SubContractor for said work and materials shall be
12. It is
the
sum
dollars
($ i^) subject to additions or deductions, as hereinbefore provided, and that such sum shall be paid in current funds by the General Contractors to the Sub-Contractor
in
monthly payments on account, not to exceed in amount per cent, of the cost of the work actually erected in
the building, provided that the Sub-Contractor furnishes to the General Contractors a written requisition, on a form to be
supplied
by the General Contractors not
less
than twelve days
106
before
payment is required, it being understood that the final payment shall be made within forty days after this contract has been completely performed and all drawings, plans and
have been returned to the General Contractors by the Sub-Contractor; and provided that before each payment, if required, the Sub-Contractor shall give the General
specifications
free
Contractors good and sufficient evidence that the premises are from all hens and claims chargeable to the said SubContractor; and further that if, at any time, there shall be any
lien or
the
General
liable,
claim or conditional contract for which, if established, Contractors or the said premises might be
made
and which would be chargeable to the said SubContractor, the General Contractors shall have the right to retain out of any payment then due, or thereafter to become due, an amount sufficient to completely indemnify against such lien or claim, until the same shall be effectually satisfied, discharged or cancelled, and should there prove to be any such
claim after all payments are made, the Sub-Contractor shall refund to the General Contractors all moneys that the latter
may
be compelled to pay in discharging any lien on said premises made obligatory hi consequence of the former's
default.
13. It is further
that no
payment made under
mutually agreed between the parties hereto this contract, shall be conclusive
evidence of the performance of this contract, either wholly or in part, against any claim of the General Contractors, and no
payment
14.
shall
be construed to be an acceptance of any defec-
tive work.
ular
work or works
In case the nature of the damages or defects of any particis such that in the judgment of the General
it is not expedient to have the work corrected, the General Contractors shall have the right to take such sums of money from the amount due to the Sub-Contractor, on the final
Contractors
settlement of the accounts as the General Contractors consider
a
of
fair
and reasonable remuneration for the difference in value the material or work furnished from that specified, or for
the
damage to the complete work. The Sub-Contractor will insure the works to cover his interest in the same from time to tune; and for any loss of the
15.
BUILDING CONTRACTS
107
Sub-Contractor by fire the General Contractors will not, under any circumstances be answerable or accountable; but the General Contractors may protect the works at their option by insurance to cover their interest when payments have been made to the Sub-Contractor. 16. The Sub-Contractor is to furnish a competent repreto be kept constantly on the ground to represent the Sub-Contractor for the purpose of receiving notices,
sentative
who
is
orders,
called
and
instructions.
The Sub-Contractor
is also,
when
upon by the General Contractors to report the general progress of the work at the building or elsewhere.
17.
In case of day work
all
vouchers for same are to be de-
livered to the General Contractors at latest during the
week
following that in which the work may have been done, and only such day work is to be allowed for as such as may have been
authorized
done.
18.
by the General Contractors
in writing to
be so
The Sub-Contractor
further agrees in
all
cases of addi-
and deductions, omissions or substitutions to charge or credit the amounts of same at market rates, and to furnish schedule of unit prices for the purpose of checking up requests for payment on account.
tions
19.
contract or
The Sub-Contractor shall not let, assign or transfer this any part thereof or any interest therein, without
the written consent of the General Contractors, and the SubContractor agrees that in the event that any part of the work
included in these Articles of Agreement is sub-let by him, that he will exact from his Sub-Contractor compliance with the General Conditions of the Specifications, together with all the
Articles of this Agreement,
and that he will execute with his Sub-Contractor a contract by which the latter shall expressly
20.
agree to this provision.
The Sub-Contractor
shall
make no
claim for additional
work unless the same shall be done in pursuance of written order from the General Contractors, and notice of all such
claims shall be made to the General Contractors in writing before the next ensuing payment, or shall be considered as abandoned by the Sub-Contractor. Bills for any additional
work
shall
be rendered at such time and in such form as directed
108
Contractors. For the purpose ot cnecking sucn Sub-Contractor shall upon request produce any and the bills, all data required to determine the correctness of the charges.
by the General
is
Wherever notice in writing to be given to Sub-Contractor herein provided for, a notice mailed to the last known address of the Sub-Contractor shall be sufficient.
21. 22.
The Sub-Contractor further agrees not to display on or about the premises any sign, trade-mark or other advertisement, and to remove everything of an advertising nature when so directed by the General Contractors. 23. Before final payment is made, the Sub-Contractor agrees to execute a written guarantee for his work, agreeing to make good, without cost to the Owner or General Contractors, any
and all defects due to imperfect workmanship or materials, which may appear during a reasonable time, the length of such
time to be determined by the General Contractors. 24. The Sub-Contractor further agrees that all disputes arising between himself and his employees shall be adjusted according to the joint arbitration plan of the
and the representatives

as set forth in
25.
of the
The Sub-Contractor
further agrees
And the said General Contractors hereby promise and agree with the said Sub-Contractor to employ, and do hereby employ him to provide the materials and to do the said work according to the terms and conditions herein contained and referred to
for the price aforesaid, and the time, in the manner and
hereby contract to pay the same at upon the conditions above set forth.
And the said parties for themselves, their heirs, executors, administrators and assigns, do hereby agree to the full performance of the covenants herein contained.
IN WITNESS WHEREOF, the parties to these presents have
hereunto set their hands and
above.
seals,
the day and year
first
written
LETTERS OF CREDIT
Letter of Advice
1
1.
(AMEEICAN CONFEKENCE FORM A) Revocable and Unconfirmed Letter of Advice.
No
2.
3.
New
Messrs
York,
4.
5. 6. 7.
Dear
Sirs:
We
that
are informed
by
has
at
8.
opened a credit available by your drafts on

,
. .
9
10
11. of
. .
up
to
an
aggregate
amount
(figures)
12
13. for invoice cost of 14.
15.
(words)
Each
draft
drawn and negotiated under
this credit
must
be accompanied by
16
17
18
19.
20. 21.
purporting to evidence and cover shipment to Insurance to be effected by
As we have not been advised that
this is
an irrevocable
22. credit, it is subject to modification or cancellation

23. 24.
by our
correspondent or ourselves at any time without notice,
this advice, being simply for your guidance in preparing documents, conveys no engagement. 25. In any event, drafts presented on us after 26 will not be honored.
1
and
ation of
These forms were prepared and have been approved by the Merchants' AssociNew York and by a conference of other commercial organizations and
109
banks.
110
27. 28.
29.

All drafts
drawn under
the
this credit
must be marked:
"
Drawn under
Bank
,
advice
No
dated
"
30.
31.
The
provisions printed on the back hereof are incor-
porated as a part of this advice, which otherwise is to be 32. construed according to the law and custom of the place 33. where the drafts are to be presented.
Very truly yours,
Credit Advice
(AMERICAN CONFERENCE FORM B)

1.
Irrevocable and Unconfirmed Credit Advice.
No
2.
3.
New
Messrs
York,
4.
5.
6.
7. 8.
Dear
Sirs:
We
are informed
by
that they have opened an irrevocable credit available by
your drafts on
~.
9
10. at 11.
up
to
an
aggregate amount of
(figures)
12
13. for invoice cost of
14.
(words)
15.
Each draft drawn and negotiated under must be accompanied by

:
this
credit
16 17 18
19.
purporting to evidence and cover shipment to 20. Insurance to be effected by

21.
Our correspondent advises us that
their credit
is
irrevo-
22. cable
provided the relative documents are presented and 23. surrendered at this office not later than
.
COMMEHCIAL CONTRACTS
24.
25.
111
26. 27.
28. 29.
30.
31.
32.
they have not authorized us to confirm it and this advice conveys no engagement on our part. All drafts drawn under this credit must be marked " Drawn under the Bank " dated advice No The provisions printed on the back hereof are incorporated as a part of this advice, which otherwise is to be construed according to the law and custom of the place at which the drafts are to be presented.
:
Very truly yours,
Letter of Credit
(AMERICAN CONFERENCE FORM C)

1.
Irrevocable and Confirmed Letter of Credit.
No
2.
3.
New
Messrs
York,
4. 5.
6.
Dear
Sirs:
By
order of
to
7.
you are authorized
8
9.
draw upon us at sight up to an aggregate

(figures)
amount
of
10
11. for
(words)
account of
draft
12. for invoice cost of 13. 14.
Each
drawn and negotiated under
this credit
must
be accompanied by
15
16 17
18.
19.
purporting to evidence and cover shipments to Insurance to be effected by
20.
Our correspondent advises us that
this credit is irrevo-
112
21. cable.

hereby engage that drafts drawn under and in honored upon predocuments at this office not later than All drafts drawn under this credit must be marked Bank "Drawn under the " dated credit No
:
We
22. compliance with its terms will be duly 23, sentation and surrender of the relative
24.
25.
26.
29.
30.
provisions printed on the back hereof are incorpo31. rated as apart of this credit, which otherwise is to be con32. strued according to the law and custom of the place at 33. which the drafts are to be presented.
The
Very truly yours.
Contract for Sale of Silk Approved by Silk Association of
America
MEMBER OF THE
SILK ASSOCIATION OF AMERICA
ORDER
Our Order No Your Order No.
.
Given to
(Name
of Manufacturer)
(Address)
By
(Name and
address of Purchaser)
TERMS
Subject to Rule No.
3.
Time
of Delivery
Shipping Instructions
QUANTITY
:
113
114
above, of one per cent, for each thirty days or fraction thereof beyond sixty days from date of invoice, and having become due
net, shall
be subject to an interest charge of
six per cent, per
annum.
Rule
3.
Buyer's Credit.
Seller
may
at
any time
alter or
suspend credit when, in his opinion, the financial condition of the buyer warrants it.
Williston
Section 575;
McLain, etc., Co. v. Trent Rubber Co., 275 Fed. 831. Pardee v. Kanady, 100 N. Y. 121, 2 N. E. 885; Wilton v. Berger, 196 App. Div. 121, 187 N. Y. Supp. 487; Lyonette v. K. Wilbur Dolson, 187 App. Div. 473, 175 N. Y.
Supp. 789; Melnick v. Borden, 185 N. Y. Supp. 305; Siegel v. Huebshman, 187 App. Div. 548, 176 N. Y. Supp. 71. Aff'd 230 N. Y. 571 (without opinion); Blumenthal v. Radow, 225 N. Y. 641, 121 N. E. 890; Corn Products Refining Co. v. Fasola, 94 N. J. Law 181, 109
Atl.
Rep. 504.
4. Strikes
Rule
and
Casualties.
Seller shall not

fires
be
liable
because of late or nondelivery due to strikes, causes beyond his control.

If
or other
by reason
of
any
of the
above causes, the production of
the seller shall be partially or wholly curtailed, then the deliveries may be either proportionately or wholly suspended as
the case
may be, and resumed upon the removal of
the difficulty
and continued until the entire quantity purchased hereunder has been delivered; provided that if such delay in delivery of any portion shall be for more than 30 days, the aforesaid
undelivered portion
to cancel.
be cancelled by the buyer, who shall, when requested by seller, state in writing whether he will elect
may
If the total period of delay in delivery of any portion due to any of the above causes exceeds 90 days, seller shall have the right to cancel such undelivered portion. Davids v. Hoffman LaRoche Chemical Wks., 178 App. Div. 1 855, 166 N. Y. Supp. 179.
1
See also clauses and cases cited at pages 677-680.
Rule
5. Deliveries.
115
rail-
The acceptance
of
shipment by a
road or other
common
Shipment made
carrier shall constitute a delivery. within two weeks after specified state of
delivery shall constitute good delivery. Where deliveries are specified to be made in or during several calendar months, each month's deliveries shall constitute a
separate contract, and any installment of merchandise or part thereof delivered shall be paid for in accordance with the terms
of this contract, regardless of claims
by
either party relating to
any other delivered or undelivered merchandise. Where agreed delivery dates cover several months, without
stating specific quantity for each month, the delivery shall be
deemed good only month specified.

Rule
6.
if
made
in substantially equal parts for each
Goods shall not be returned or allowance made after ten days from date of receipt by customer, nor after having been cut or otherwise changed from
original condition, except for defects not ascertainable at the time of delivery.
Time Limit on Claims.
Rule
be
7.
made
Price Readjustment. Discounts or rebates shall not or contract price readjusted except for causes as per
these rules.
Rule 8. Replacement. Any goods rejected for proper cause must be replaced by seller and replacement accepted by buyer, except as hereinafter provided. Replacement must be made
within 15 days after rejection has been agreed to by seller, or the right of the buyer to reject has been established by arbitration,
it is
by the arbitrators; but where for any reason for the seller to replace goods except at great impossible or expense, the matter shall be determined by adjustdifficulty
if
so ordered
ment
or arbitration in accordance with the rules of
The
Silk
Association of America.
No warranties or Rule 9. Warranties or Modifications. modifications of contract shall be binding on either party unless
in writing
and signed by the party
to be charged.
116

10. Confirmations.
Rule
writing.
not be binding on
seller until
Orders placed with salesmen will accepted or confirmed by seller in

744, 173 N. Y. Supp. 669.
Altkrug
v.
Whitman, 185 App. Div.

Assortments.
Rule
11.
Where a
contract covers the sale of
which colorings, designs and assortments are not determined at time of sale, seller will submit colorings and designs for acceptance from which buyer agrees to furnish assortments or make selection, but failure of buyer to assort within a specified time will not release buyer from his contract. Hosier Safe Co. v. Brenner, 100 Misc. 107, 165 N. Y. Supp.
goods, in
336;
Crown
Rule
Chiariello, 106 Misc. 511, 175 N. Y. Supp. 167. All goods in hands of seller 12. Deferred Deliveries.
v.
either finished or in the gray at contract date of delivery and delivery of which is delayed by fault of buyer by reason of
failure to furnish assortments, refusal to accept, or otherwise,
may
be billed at contract price and held at risk of buyer for
delivery
upon
his order.
Rule 13. Adjustment and Arbitration. Disputes between seller and buyer arising from contracts based on these rules, shall be submitted to the Bureau of Adjustments and Complaints of The Silk Association of America. If an adjustment cannot thus be effected the matter must then be submitted to an Arbitration Committee composed of three members, one to be nominated by the buyer, one by the seller and these two shall select a third. One of the arbitrators must be an official arbitrator of The Silk Association of America and the arbitration shall be in accordance with the rules of such Association. The award shall be final and binding upon both parties.
Arbitration
Law
v.
of the State of
New
York, Laws of 1920,
Chapter 275;
Spiritusfabriek
Sugar Products Company, 230 N. Y. 261,
130N.E.288;
In re General Silk Importing 1 16, 189 N. Y. Supp. 391.
1
Company
Inc.,
198 App. Div.
See also arbitration clauses and cases cited at pages 1-8.
Contract for Sale of Goods on Consignment.
Williston
v.
117
Sees. 484,
446 n., 655, 720 n.
S. 522; 34 Supreme Ludvigh Court Reporter 161. Collier on Bankruptcy; (12th Edition, pp. 1069 and 1149).
American Woolen Co., 231 U.
Agreement made
after called the Consignor,
between
hereinhereinafter called
and
the Consignee,
WlTNESSETH 1. The Consignor agrees to deliver from time to time such goods, wares and merchandise as it in its judgment sees fit, and
I
the Consignee agrees to accept possession of said goods, wares and merchandise upon the following terms and conditions, to
wit:
2. The Consignee agrees to accept possession of the goods, wares and merchandise from the Consignor, and to hold and
care for the same as the property of the Consignor, it being agreed that the title to said merchandise, or its proceeds, is always vested in Consignor, and such merchandise shall be at
all
times subject to and under the direction and control of the
Consignor. The title to said merchandise shall pass directly from the Consignor to such person or persons to whom the same
shall
be sold in the manner and upon the terms herein con-
tained.
agrees to keep said merchandise fully insured for the benefit of and in the name of the Consignor in
3. fire
The Consignee
insurance companies approved
by Consignor.
agrees to sell such merchandise to such as shall persons they judge to be of good credit and business and to collect for and in behalf of the Consignor all standing,
4. bills
The Consignee
and accounts
diately
.said
pay
to the Consignor
for the merchandise so sold, and to immeany amount collected as afore-
difference
immediately upon its collection, minus, however, the between the price at which said merchandise so collected for has beep invoiced to the Consignee and the price at which said merchandise has been sold as aforesaid by the
consignee.
118
5.
The Consignee hereby guarantees the payment

this agreement,
of all bills
and accounts
under
dise delivered
for merchandise, possession of which is delivered and hereby agrees in case any merchan-
under the provisions of this agreement by the to the Consignor Consignee is not accounted for to the Consignee under the provisions of Clause 4 of this agreement, to
to the Consignor the invoice price of said merchandise, and thereupon title to said merchandise, or to the proceeds thereof, so paid for shall pass to the Consignee and shall be exempted from the provisions of this agreement.
pay
6.
The
invoices sent
by the consignor
to the Consignee are

.
to be subject to the usual trade discounts of

7.
The Consignee
agrees that except in
it
during the continuance of this arrangement, engage in the merchandising, in any manner, of any fabrics, except as herein provided.
will not,
This agreement shall continue for one year. If, for any reason, this agreement terminates, all of the merchandise, possession of which is held by the Consignee under this agree8.
ment, shall at said termination be immediately returned to the

possession of the Consignor.
9.
The Consignee
agrees to execute
shall
ments which the Consignor
any and all other docudeem advisable in order to
carry out the purpose of this agreement. 10. Any breach on the part of the Consignee of any of the agreements herein contained shall, at the option of the Consignor, terminate this agreement.
Conditional Sale Agreement

Williston
Sees. 236, 507, 731, 734-738, 772, 773, 859, 961,
965, 1137, 1374, 1773, 1902.
AGREEMENT made
inafter described as the
"
Seller,"
between and
here-
hereinafter de-
scribed as the "Purchaser," WHEREAS, the Purchaser is desirous of purchasing from the Seller certain title thereto to remain in the ,
Seller until full
Now,
payment has been made by the Purchaser, IN CONSIDERATION of the mutual covenants herein
contained, IT is
AGREED
1.
119
The
Seller agrees to deliver to the Purchaser,
2. The Purchaser agrees to purchase and pay for said articles the prices above named. 3. Payment will be made by the Purchaser of the said total
sum
of $
is
.as follows:
;
in cash, receipt of
which
this
hereby acknowledged
by the
payment
of trade acceptances (delivered
agreement) each dated days, days and (except as to the date, each for $
,
on the execution of and due from their respectively

first
trade
acceptance) bearing 6% interest. 4. The title to the property hereby conditionally sold shall remain in the Seller until all the agreements of the Purchaser
have been duly performed, and until all the trade acceptances hereunder delivered to the Seller have been duly paid. It is understood that time of payment is of the essence of this
The title to the said personal property shall pass to the Purchaser only in the event that all the terms and obligations of this contract and the trade acceptances herein described have been without previous default duly performed.
contract.
be sold or discounted by any rights under this contract. 6. The Purchaser will pay all charges and liens which may accrue on the said property, and he will not sell, pledge or
5.
The
said trade acceptances
may
the Seller without waiver of
mortgage the said property, or any part thereof, or suffer it or any part thereof to be attached or become subject to any lien, or remove it or any part thereof from his address as above stated, without the written consent of the Seller.
7.
In the event of default in the payment of any trade
acceptance, or in the event that the Seller shall engage an attorney to enforce collection, or to preserve and protect its rights under this agreement, the Purchaser agrees to reimburse the
Seller for legal expenses,
which the
seller
may incur,
not exceed-
ing
10%
unpaid reimburse the Seller for expenses incidental to such
of the total balance of the purchase price remaining at the time of default. The Purchaser further agrees to
suit, includ-
120
ing the cost of a bond if same becomes necessary, and the Purchaser agrees that the Seller may have judgment for such amount in addition to the amount due on the purchase price or under any other clause of this agreement. The Purchaser agrees to use the property delivered here8. under with reasonable care and to indemnify the Seller against
any damage or physical injury done to the same, ordinary wear and tear excepted, and the Seller, its agents and servants, shall have access at all times during business hours, to said property
for such purpose as in the Seller's
9.
judgment may be necessary.

of
The Purchaser
will insure the
under for its value, for the benefit Purchaser as interest may appear.
property delivered hereboth the Seller and the
10. In the event of total loss or destruction of said property, the Seller shall have the sole right to collect the insurance or other form of indemnity that may be payable to the Purchaser,
by reason
of such destruction, as its interest
the Seller shall
have the same right as
its
interest
may appear, and may appear in
the event of a partial loss or destruction by fire or otherwise. These provisions with respect to insurance are not in substitution for the obligation of the Purchaser on the trade acceptances
herein described, except to the extent that the purchase price The Purchaser shall remain liable to the Seller is thus paid.
for
any
11.
unsatisfied balance of the purchase price. Upon breach of any of the above covenants, or
upon
the,
a petition in bankruptcy by or against the Purchaser or upon the making of a general assignment by the Purchaser, or whenever in the opinion of the Seller the property is threatened with loss, damage or destruction of any kind, except reasonable wear and tear, or with the imposition of a lien, or adverse claim of any kind, or in case of the failure on the part of the Purchaser to make any of the said payments when due as
filing of
aforesaid, the Seller

free
may re-take possession of the said property claims whatsoever, and to that end without notice to the Purchaser, the Seller is hereby authorized to enter the
from
all
premises of the Purchaser, or other premises wherever said property may be found, and without legal process, take and
remove said property. The Purchaser hereby waives any action for trespass or damages therefor, and the Seller in that event
121
retain as consideration for the use of said apparatus and appliances any sums which may have been theretofore paid by
may
the Purchaser.
of Sections 65, 66 amended to date.]

12.
[The Purchaser hereby waives all the provisions and 67 of the Personal Property Law as
make any payments upon
In the event of failure on the part of the purchaser to the said trade acceptances, the entire
balance of the purchase price remaining unpaid, shall immediately become due and payable, the fact that the date of the maturity of subsequent payments shall not have arrived notwithstanding. 13. This instrument embodies the whole agreement of the There are no promises, terms, conditions or obligaparties.
tions referring to the subject-matter, other than contained herein. No waiver of any breach or of any term of this agree-
ment
shall
be construed a waiver of any subsequent breach of
that term or other term of the
same or
different nature.
There
may be no modification of this agreement, except in writing, executed with the same formalities as this instrument.
Contract Between Manufacturer and Distributor for Sale of Product Erection of Plant Agreement to Supply Wants
of Distributors
Forfeiture of Rights of Sale
Rights to
Use Trade Name
Right to Assign to Corporation.

v.
Coca-Cola Co., 269 Fed. 796. hereinbetween, hereafter described as the "Distributor" and
Coca-Cola Bottling Co.
AGREEMENT made
inafter described as the

1.
"Manufacturer," WITNESSETH:
,
The
Distributor agrees to establish in the city of
as soon as the necessary machinery obtained, a plant for the purpose of

2.
and buildings can be
This plant shall be established by the Distributor without any expense or liability of any sort against the Manufacturer.
3.
The
Distributors agree to prepare and put
up
in bottles
or other receptacles, a carbonated drink containing a mixture
122
of the .......... syrup and water charged with carbonic acid gas under a pressure of more than ........... atmosphere.
Said .......... syrup and said water in said mixture shall be used in proportions of not less than .......... ounce of syrup to .......... ounces of water.
4.
The
Distributors agree to put

sufficient
be kept in
territory
quantity to supply the
up and keep and cause to demand in all
in this agreement, a supply of this carbonthe Distributors, after receiving notice in writing from the Manufacturer to do so, shall not within a period of
embraced
If
ated drink.
.......... days from date of receiving said notice, place and keep upon sale at the point designated in said notice a sufficient
stock of such preparation or mixture to supply the demand therefor, then the rights herein granted within all the territory within a radius of .......... miles of said point shall be forfeited;
on the part of the Distributors to keep and perform the conditions and provisions herein contained shall work a forfeiture of their rights herefurther, that a failure
and provided,
under.
Distributors agree to buy all of the ........... syrup necessary to a compliance with this agreement at a price and
5.
The
set forth below, directly from the Manufacturer. Distributors agree not to use any substitute or substitutes for or other syrup or substance, nor to attempt to
upon terms
6.
The
use or imitate with any article
made
sell
or prepared or in
by them,
............... syrup.
7.
The
Distributors agree not to
any way dispose
Manufacturer in every instance any .......... except after it is carbonated and bottled. 8. In consideration of these agreements on the part of the Distributors, the Manufacturer agrees to sell to the Distribuof without the written consent of the
,
tors all the .......... syrup required by the Distributors, at .......... ($ ...... ) dollar per gallon.
13.
The Manufacturer
all
said Distributors, the sole
further agrees and hereby grants to and exclusive right to use the name
.......... and
owned and
the trade-marks and designs for labels now controlled by said party of the second part, upon
123
bottles or other receptacles containing the mixture heretofore described, and the right to vend such preparation or mixture bottled or put up as aforesaid, in all the territory contained in the boundaries of the United States of America, except
any
This right to use the and the States of and the trade-mark and label furnished is to be applied only to the carbonated mixture described, and is not intended to interfere in any way with the business and use of the same as now operated by the Manufacturer, nor
name
to
apply to the soda fountain business as
now
operated
by various parties. The rights of the Distributor under this contract may be by them transferred to a company, the
formation of which
as the
is
now contemplated by them
to
be known
Bottling Company, but no transfer of their this contract to any other party or parties, shall be under rights made without the consent of the Manufacturer.
Agreement
for Sale of
Manufacturer's or Distributor's Pro-
ducts in Department Store.
Standard Fashion Co. v. Siegel-Cooper Co., 157 N. Y. 43 L. R. A. 854, 51 N. Y. 408. between AGREEMENT made
.
60,
.,
hereinafter referred to as the Principal, and after referred to as the Agent, in consideration of the
dollar
herein-
sum of one
by each
to the other in
hand
paid,
and hereby acknowl-
edged, WITNESSETH:
1.
The Agent
for
is
the date of this
hereby appointed an agent for the sale of term of years from contract and said term to be automatically
renewed from year to year thereafter until closed by months notice in writing by either party to be given within years or any one year therethirty days after said
after.
2.
The
a
risk
Principal agrees to conduct at its own expense and department on the ground floor of the said
,
Agent's store at
its
City, said Principal
own employees, such employees to be furnishing to the employees' rules of the Agent. The Principal
subject further
124

,
agrees to furnish, free of charge, not less than dollars per thousand to the of the kinds sold at
Agent
per annum as long as this contract continues and to print the advertisements of said Agent on front and back thereof, without charge, to be changed monthly if so desired; such.
. . .
by the Agent from its store or from the counter or any other part of the business without expense to the Principal; the Agent to furnish wrapping paper and twine, free delivery and other store facilities. The Agent
to be distributed
agrees not to sell, or allow to be sold on its premises during the duration of this contract any other make of
The Agent agrees to pay over to the Principal ) of all the moneys received from the sale of ( making weekly settlements with the Principal, said Agent make no charge for cashiering; the remaining
3.
( )
to
to be the remuneration of said
Agent
for the permis-
sion to the Principal to conduct said department. 4. The said Agent agrees to allow the use of the present fixtures and the present position for but in
new
case a change of location should be deemed advisable, such location shall not be less prominent nor occupy less space
than the present one, except for the period between Thanksgiving and Christmas of each year.
Principal agrees to assume all risk of loss by fire, or risk of theft or other unforeseen damage to or dewater, struction of stock, and to hold the Agent harmless
5.
The
in that respect. The said Agent shall make, at the expense of the Principal, frequent mention of the fact that it is agent for the sale of the Principal's and in its daily
newspaper advertisements and also
shall allow reason-
able display of attractive show-cards and signs furnished by the Principal and subject to the approval of said Agent at
convenient places in its store, the expense of such signs to be borne entirely by the Agent.
125
Contract
Licensing
Patented Amusement
vice
Game
or
De-
Exclusive Rights.
Gonzales v. Kentucky Derby Co., 197 App. Div. 277, 189 N. Y. Supp. 783. 192 between AGREEMENT made
,
a New York corporation, hereinafter called the Company, hereinafter called and (name),
,
WITNESSETH:
In consideration of the undertaking, promises and agreements and subject to the conditions and covenants hereinafter set forth, the said parties hereto, for themselves, their successors and assigns, mutually agree as follows
:
1.
the
The game
said
company, owner
of the patent rights covering
or device
known
as
does hereby lease to the said years from the date hereof,
said
all
hereinafter mentioned, for a term of ( )

,
and does grant to the rights and privileges to use and operate the same during the said term as hereinafter set forth. 2. The said Company agrees to install said device or game,
to be installed with complete equipment, on premises to be , ready for operation, on or before on the thoroughfare known furnished by the said ,
or cause the
same
as
and agrees
to provide a license for said
and pay the

authorities.
3.
license fee therefor required
by the municipal
for the use of said
agrees to pay to the said Company, or device, and the rights and privileges game hereinafter set forth, the s'um of ) dollars, ($
said
The
payable as follows:
(a)
(b)
(c)
4.
The
said
Company
or
sell
or lease to
other
any game or
as
agrees that it will not itself, operate other person, firm or corporation, any
device, to be operated
on the thor-
during the season of wishes to have the or as long thereafter as the said
.
oughfare known
.'
126
exclusive right to operate the same game or device on said thoroughfare, as hereinafter provided. 5. The said agrees to furnish a suitable place for
game or device, on the thoroughfare with proper electric connections for said installation, and agrees to operate such game or device at no other place on except on the said thoroughfare known as during the said season of
the installation of said
as
,
known
But, in the event that the Municipal or other authorities from operatshould, for any reason, prevent the said
ing said game or device on said thoroughfare during the said or if it shall become impracticable, or season of ,
unprofitable, for any reason to operate said game or device on said thoroughfare during said season then the said may, at his own expense remove such game or device from said thoroughfare, and operate same at any other place in any part of the United States where the said Company is not at that
time operating a similar game or device, or has not at that time given to any other person, firm or corporation the exclusive right to operate any similar game or device. 6. At the close of the said season of the said
,
may remove the said game or device from the said and operate the same in any other place in any part of the United States where the said Company is not at that time operating a similar game or device, or has not at that time
,
given to any other person, firm or corporation the exclusive right to operate any similar game or device.
7.
The
said
agrees to conduct the said
game
or
device in a lawful and orderly manner and to comply with all Municipal ordinances and regulations in respect to the same,
and agrees that any coupon or certificate given by the said to any customer, as evidence of the winning of a race, shall be marked, so as to indicate that the same is given at the game or device operated by the said and not at any game or device operated by the said Company, or by any other person, firm or corporation, which may be operating a similar game or device, at any other place.
,
8.
The
said
Company
agrees to furnish the said

all
during the term of this agreement,
spare and repair parts,
which
127
may
be required, and
all
improvements, which
may
be
hereafter
made
in connection with the said
game
or device, at
the cost price thereof, plus

9.
%.
mutually agreed that the said may at his option obtain from the said Company the exclusive right to operate said game or device on the said thoroughfare referred
It
is
to as the
for season of
and
for the seasons
subsequent thereto, upon giving notice in writing to the said Company of his election to exercise such option at theoffice of
City on or before the 1st day of in each and every year, begining with the year and upon paying or tendering to the said Company the sum of $ at the time of giving said notice. But in the event that the said fails to exercise this option in any one year, this option shall cease for all subsequent years, but the other provisions of this agreement shall continue to
said
Company
,
at
New York
remain in
Patents
full
force
and
effect until the expiration thereof.
License
Agreement to Manufacture Commodity General Form
and
Sell
Williston
Sees. 607n., 1446, 1642, 1649, 1652, 1661, 1934n.
between " and " " hereinafter described as the Licensee, WITNESSETH: WHEREAS, the Licensor is the sole owner, saving and excepting existing licenses thereunder, of all the right, title and interest in, to and under Letters Patent of the United States,
hereinafter described as the
AGREEMENT made
"
Li censor,
No
assignee of and in, to and
granted
,
to the Licensor as
for
,
Apparatus under the following additional Letters Patent of the United States, and applications for Letters Patent of the United States, namely:
f or
and
WHEREAS, the Licensee

applications for patents,
applications.
is
desirous of obtaining
license,
not
exclusive, to manufacture, use
and sell under said patents and and patents to be granted upon said
Now, THEREFORE,
for
and
in consideration of the
sum
of
128

($1.00)
One Dollar
paid,
from each
and
of other considerations
of the said parties to the other from each party to the other
party moving, the receipt whereof is hereby acknowleeged, the parties hereto have agreed and do hereby agree as follows: 1. The Licensor hereby grants to the Licensee, and to its
successors
and assigns upon the terms and conditions and with
the limitations hereinafter set forth, a non-exclusive license for the remainder of the term of the aforesaid Letters Patent
No
to
or
any
reissue, division, or extension thereof

all of
make, use and
sell,
under
the aforesaid Letters Patent,
and under any reissues, divisions, or extension thereof, and under any patent or patents that may be granted upon the said applications or any of them.
2.
of this license it will not
The Licensee hereby agrees that during the continuance make, use or sell any
machine or apparatus except as above limited. 3. The Licensee agrees to pay to the Licensor, or its successors or assigns, a license fee or royalty upon each and every apparatus or appurtenance made, sold, leased or into use by it (except such as are used directly by the put
period of
of
Licensee second part for demonstration purposes) within a years from the date of this license, the sum
price thereof on sales
per cent of the net bona fide wholesale selling made by the Licensee at wholesale, and
per cent, of the actual bona fide net selling price thereof on sales made by the Licensee at retail direct to purchasers; the said royalty to be paid quarterly within thirty days
after the
end of each quarterly period, the with the first day of begin the last day of
,
. .
first
.
.
quarter to
to end on
and
6.
The
said
apparatus or appurtenances
are to include only the following equipment, namely:
5.
And
by
the
its
Licensee
verified
proper
officer,
agrees to render statements duly at each of the times stated for
payment, showing all apparatus or other articles above enumerated or included which the Licensee has made, sold, leased or put into use (except such as are used
directly
129
by the Licensee for demonstration purposes) within the quarter which the statement covers, and to keep full, accurate and complete books of account respecting the said business, and to give the Licensor, or its duly authorized
books of the Licensee at
representatives, the privilege of inspecting or examining said all reasonable times for the purpose of
verifying said quarterly statements and correctness of the said quarterly payments.
6.
determining
the
The Licensee hereby covenants and

life
agrees that during
the
of this license it will diligently
and continuously manu-
facture, sell
license
for,
and market apparatus under this and will exert its best efforts to create a demand thereand to increase and extend its business and to supply the
cleaning output. In the event that the Licensee, or its successors to its whole business discontinues the said business,
7.
demand for its vacuum
this
license shall cease
and terminate at the option

agrees that
of the
Licensor.
8.
The Licensee hereby covenants and

all
it
will
mark
into use
by
,
it
apparatus made, sold, leased, or put with the word "Patented" and the date
of such other patents
and with the dates
under
which
this license is granted as are lawfully applicable to the
said apparatus or appurtenance. 9. IT is AGREED that the license hereby granted to the
Licensee
is
patent
No
to continue during the remainder of the term of as above set forth, but in the event that
said patent shall be declared invalid by the final of a court of last resort the license in respect to all of judgment
the other patents and applications above enumerated and the

of royalties under said patent and under other patents and applications shall thereafter cease and determine. Payment of the royalty herein stipulated to
payments
said
be paid shall cease if within five years from the date hereof the said patent shall not have been finally adjudicated and held to be valid in a case in which the validity of said
,
patent is contested, unless the validity of the said patent shall be general public acquiescence become so well established as to
enable preliminary injunctions to be procured
under said
130
patent.
is
question whether the validity of the said patent generally acquiesced in shall be first tested by a motion for a preliminary injunction in a contested case to enforce said
patent, or in the event that this is not feasible, the question is to be settled by arbitration in the usual manner, that is to say,
The
by the
selection of
one arbitrator by the Licensor, and the
the Licensee, and in case of disagreement of these two arbitrators by the selection of a third arbitrator by the two arbitrators first so selected, the
selection of another arbitrator
by
of the arbitrators or majority of them to be final; provided, however, that if the payment of royalties shall cease as above set forth, the royalty payments as to the future
judgment
output of the said Licensee shall be resumed
and
royalties shall be paid after such resumption of payment according to the plan of this license immediately upon the said
being adjudged valid at final hearing, patent No or in case the validity of said patent shall be sustained or found by arbitration, because of general public acquiescence, as
,
set forth, but no royalties shall be required to be paid for the period between the time of such cessation of payments and the time for resumption of payments above noted.
above
10.
The party
of the first part agrees to exercise reasonable
diligence to establish its said patent
by
suit at
,
law or in equity the validity of

of the
and to secure to the party
second part protection against infringement of said patent as to machines of the class respecting which the party of the second part is hereby licensed. 11. IT is AGREED that the Licensor, its successors and
assigns, shall not
engage in the manufacture and sale of apparatus under said patents or any of them in competition with the Licensee, but this clause shall not be
interpreted as precluding the party of the first part, its successors or assigns, from engaging in the manufacture and sale of
apparatus as is excluded or reserved by this license agreement. 12. The Licensee hereby agrees not to dispute the validity of the said Letters Patent No or the title of the party of the first part thereto, during the continuance of this license nor to aid others in doing so.
,
such
13.
131
IT
is
AGREED
that this
is
a license to manufacture
thereto,
apparatus and appurtenances
and
is
not to be interpreted as granting to the Licensee the right to manufacture appurtenances or parts of apparatus to be used with any unlicensed plant or apparatus.
perform any or all of the conditions of this agreement, after one month's written notice from the Licensor of its failure so to do in any particular, the
14.
Upon
failure of the Licensee to
Licensor may, at its option, by notice in writing, cancel this license without prejudice to its right to recover thereunder any
may have accrued any damage that may have been

royalties that
at the time of cancellation, or

suffered.
15. This license is not assignable by the Licensor, in whole or in part, excepting to a successor to its whole
business.
Conditioned upon the continuance of this license in and the full and prompt payment of royalties herein agreed to be paid, the Licensor waives all claims heretofore arising against the Licensee, its predecessors in business, and all users of apparatus installed by or purchased from the
16.
force
Licensee, or its agents, or its predecessors in business, or their agents, arising out of the infringement of any of the aforesaid Letters Patent prior to the date of this agreement. 17. The Licensor hereby stipulates that it has good title to
the aforesaid patents and the right to grant the license hereby granted to the Licensee. 18. IT is AGREED by and between the parties hereto that this contract shall be interpreted according to the laws of the
State of
19.
This license agreement

their
legal
is
binding upon the parties

successors
hereto,
representatives,
and
assigns.
IN WITNESS WHEREOF, the parties hereto have hereunto affixed their seals, and caused these presents to be signed by
their duly authorized officers,
on the day and year
first
above
written.
132
Patents
License Agreement to Manufacture and Sell Commodity Another Form Provisions for Arbitration, ReSpecial Provisions for Limited Territory bates, Accounting
AGREEMENT made
,
between the
hereinafter described as the Licensor, hereinafter described as the Li,
and
censee,
WHEREAS, the Licensor

Letters Patent
is
the sole owner of United States

, ,
and granted other United States Letters Patent and Applications for patents, as shown on the schedule hereto annexed and marked "Schedule
,
No
of Patents
and Applications
for Patents,
"
and
WHEREAS, the purpose of this agreement is to secure to the Licensee the right to use said patents and inventions subject to the terms of this agreement and to secure to the Licensor
the payment of a license, fee or royalty for the privilege herein granted sufficiently large to warrant giving to the Licensee
rights for the
manufacture and
sale
throughout the United
States of the
Now, THEREFORE,
follows
1.
:
hereinafter described, in consideration of the premises
and
of
the covenants herein contained, the parties hereto agree as
The
Licensee acknowledges the validity of United States
Letters Patent
as the
No
granted
known
and the Licensor's title thereto, and agrees not to contest the validity of the same unless this
agreement
2.
is
terminated as herein provided.
The Licensor hereby grants a non-exclusive license to the Licensee from and after the date hereof and during the
term of said patent No and subject to the conditions hereof under the aforesaid Letters Patent and pending applications throughout the territory covered thereby in the United States, to use the inventions described and claimed therein in
the
manufacture,
use
and
sale
of
3.
The Licensee
agrees not to manufacture or sell any , embodying the inventions described
and claimed
tions.
4.
133
in
said
Letters
Patent and pending applica-
agrees to pay to the Licensor, or its sucor a license fee or royalty upon each and every cessors assigns, made, sold, leased or put into use by it
The Licensee
under
this license
(except such as are used directly
by the
Licensee,
for
demonstration purposes)
years from and after per cent of the net bona fide wholesale selling price thereof on sales made by the Licensee at wholesale, and per cent of the actual bona fide net selling
,
within a period of the sum of
price thereof
on
sales
made by
the Licensee at retail direct to

are
to
purchasers. only the following equipment, namely,
The
said
include
5. All royalties hereunder shall be paid quarter-annually within thirty days after the end of each quarterly period, the first quarter to begin with the day of ,
and
to
end on the
day
of
and
the Licensee agrees to render statements duly verified by its proper officer, at each of the times stated for payment, showing
all
or other articles above enumerated
or included which the Licensee has made, sold, leased or put into use (except as are used directly by the Licensee for demonstration purposes) within the quarter which the statement covers, and to keep full, accurate and complete books of
account respecting the said business, and to give the Licensor, or its duly authorized representatives, the privilege of inspecting or examining said books of the Licensee at all reasonable times for the purpose of verifying said quarterly statements and determining the correctness of the said quarterly
payments. 6. It is agreed that the license hereby granted to the Licensee is to continue during the remainder of the term of the patent, No as above set forth, but in the event that said shall be declared in valid by the final patent, No judgment of a Court of last resort, the license, in respect to all of the other patents and applications, as shown on the schedule
,
134

"
hereto annexed and marked
Schedule of Patents and Applications for Patents," and the payments of royalties under said and under said other patents and patent No
,
applications, shall thereafter cease and terminate. of the royalties stipulated to be paid herein for
,
Payment
shall cease
if
within
hereof the said patent, No finally adjudicated and held to be valid in a case in which the
contested, unless the validity of said patent shall, by general public acquiescence, become so well established as to enable preliminary injunctions to be procured
validity of said patent
is
years from the date shall not have been
under said patent. The question whether the validity of said patent is generally acquiesced in shall be first tested by motion for a preliminary injunction in a contested case to enforce said
1
patent, or in the event that this is not feasible, the question is to be settled by arbitration in the usual manner, that is to say,
by the
selection of
one arbitrator by the Licensor and the
by the Licensee, and in case of these two disagreement by arbitrators, by the selection of a third arbitrator by the two arbitrators first so selected, the
selection of another arbitrator
judgment
of the arbitrators or
a majority of them shall be
final;
provided, however, that if the payment of royalty shall cease, as above set forth, the royalty payments as to the future output of the covered hereby, of the said
and royalties shall be paid after such resumption of payment according to the plan of this license immediately upon the said patent No being advalid at final or in case the judged hearing, validity of said shall be sustained patent by arbitration because of general public acquiescence, as above set forth; but no royalties shall be required to be paid for the period between the time of such cessation of payments and time of resumption of payments above noted. 7. If in any year, beginning the royalties from
Licensee, shall be resumed
,
from
shall
its
actually received several licensees referred to in

,
by the Licensor
,
cash, said royalties for any such year shall be rebated so that above the said sum of $. .the Licensor shall
exceed the
sum
of
the
receive royalties annually
135
of
on machines at the rate
per cent during that year and proper allowance shall be made therefor in the accounting for the first quarter in the ensuing
it will keep full, accurate and books of account complete showing receipts of royalties from its said licensees and the date of payment thereof, which books shall be open to the inspection of the duly authorized repre-
year;
and the Licensor agrees that
all times; and that beginning render to the Licensee annually a verified statement of the total royalties actually received under said licenses herein enumerated or provided for.
sentatives of the Licensee at

,
it
will
8.
In the event that the Licensee, failing to render statements
and make quarter annual payment of royalties, as aforesaid, or any or all of them within thirty days after due date, then the Licensor may at any time thereafter, on notice, cancel this agreement without loss of right to recovery of any sum due it from the Licensee prior to cancellation, and upon giving such notice shall become immediately entitled to all payments over due as aforesaid, but it is agreed that such notice of cancellation
is
days, given in writing, during which period the Licensee shall have the right to make good its default by rendering the statement and making the payment required of it.
9. The Licensor represents that the rates of royalties fixed herein are as low as those paid by other licensees and it agrees
understood to be a notice of not
less
than
to give to the Licensee the benefit of any reduction in the rate of royalties and at equal terms to those which may hereafter be
covered or congiven to other licensees for herein and as in templated specified paragraph 2 hereof. 10. The Licensor agrees to notify inf ringers of its patent to
whom
its
attention
may
be called from time to time* by the
Licensee of such infringement, and upon notice and request, to assume the defense and pay the expenses of defending all suits and litigations that may be instituted against the Licensee and
its
agents or customers because of the
manu-
facture, use or sale of
manufactured by the
Licensee under this agreement and disclosed in the patents under which it is hereby licensed, and it further agrees to use
all
reasonable efforts to establish the validity of
its
patent
136

,
No
and
to secure to the
protection of the use of the inventions covered herein for
machines of the class which the said Licensee is hereby licensed to manufacture and sell, but nothing herein contained shall be so construed as to render the Licensor liable with respect to any litigation between its various licensees.
11.
The Licensee
under
by
it
and, if dates of any other patent or patents under which this license
is
agrees to mark all apparatus made or sold " with the words ''patented so requested to do by the Licensor, with the date or
this license
,
granted.
12.
The Licensee
portion of this
Licensor.
13.
agrees not to subject or assign all or any agreement without the written consent of the
is
It is agreed that the State of
con-
trolled
by the
,
a corporation of the State
of
is
and that therefore the State
of
included within the territory covered by this license upon and only upon the terms and conditions set forth in this paragraph, all of which the Licensee agrees to keep and per-
form and
for failure to so
keep and perform the State
of
shall, at the option of the Licensor, such option to be notified to the Licensee at any time after such failure, be
excluded from this license with like effect as if it never had been included herein, and in the event of such failure the Licensee agrees not to exercise within the State of any of the rights hereby granted under the penalty of full damages suffered by the Licensor for so doing.
The Terms under which

included herein are as follows
:
the
State of
is
to keep correct and full books of account, and showing the business done in the State of to render to the Licensor within thirty days after the end of
The Licensee agrees
each quarter-annual period, the first quarterly period to end complete and correct sworn statements of done the business by it under this license in the State of
,
and further agrees to permit the Company, or its officers or agents, to examine
,
its
books at
all
reasonable times in order to determine the truth
COMMEKCIAL CONTRACTS
i
137
and completeness of said statements in so far as they apply to the business done hereunder in the State of
14.
The Licensee hereby covenants

it
that during the
life
of
and continuously manufacture, this agreement machines which are the sell and market the subject matter of this agreement and will use and exert its best powers to create a demand therefor and to increase and extend the business therein and the supply therefor. 15. This agreement shall bind the parties hereto and their successors and assigns. IN WITNESS WHEREOF the parties hereto have hereunto caused its respective corporate names to be subscribed and its respective seals to be affixed the day and year first above
will diligently
written.
Patent License to Manufacturer
AGREEMENT made
hereinafter called
called
between
hereinafter
PATENTEE, and MANUFACTURER, WITNESSETH:

the
WHEREAS,
under the
PATENTEE
is
the sole and exclusive owner
of certain letters patent of the

serial
United States, issued

:
and certain other foreign
covering patent as follows WHEREAS, the parties desire to agree on the terms, for the
letters
number
manufacture and sale of articles under said patent, Now, IN CONSIDERATION of the premises and covenants
herein contained, the parties agree: " 1. Wherever the word patent"
shall
is used in this agreement, it be construed to mean the letters patent specifically mentioned herein, any and all extensions, renewals and reissues
thereof and any and all patents issued to or acquired by the PATENTEE for improvements or developments relating to said
patents.
The PATENTEE hereby warrants and represents to the MANUFACTURER; that he is the sole and exclusive owner of the said letters patent, free and clear of any and all liens, charges,
2.
debts or encumbrances.
3.
The PATENTEE hereby grants
to the
MANUFACTURER,
138
and assigns, during the residue of said letters by patent granted and unexpired, and also during all future term or terms which may hereafter be granted by way of any new patent or any reissue or renewal of the
his executors, administrators
the term
present patents, the sole and exclusive right, to manufacture, and all other use and sell, throughout the world,
made under the said patents, to designate the articles by any name which the MANUFACTURER may select, and to receive for his own use, all profits and advantages which shall or can be made by the manufacture, use and sale of said patented
articles
articles.
4.
The PATENTEE
assigns,
for himself, his executors, administrators
and
hereby covenants with the MANUFACTURER, his
administrators and assigns, that the PATENTEE, his executors, administrators and assigns, will not at any time during the residue of the term of said patent or any future term,
executors,
directly or indirectly, to said patents or otherwise
5.
grant any license to any other person, firm or corporation, manufacture or sell the articles under
encumber said patents.
be instituted against any of the parties any customers or agents or servants for the purpose hereto or their of interfering with or preventing or recovering damages for the manufacture or sale of the patented article under any of said
If
suit should
MANUFACTURER shall have the sole right and the PATENTEE hereby grants to the MANUFACTURER such sole right, to defend the same or to control and conduct the defense If the MANUFACTURER deems it advisable that any thereof.
patents, the
suit
be instituted for the maintenance, protection or vindication
of the patents, or to prevent infringements thereof, the PATENTEE will permit the MANUFACTURER at his option to have the
sole control of the prosecution or defense thereof and the PATENTEE agrees to institute in his own name, any such suit
when the MANUFACTURER deems it necessary. The PATENTEE agrees to execute all papers which MANUFACTURER requests time to execute to prosecute or defend any suit. The cost of any such suit or of any such defense, including payments for legal services and necessary disbursements and payments of damages or profits awarded by way of adjustment or settlement shall be paid by the PATENTEE.
6.
139
not be liable to the PATENTEE any such litigation unless such damages damages result by reason of the fraud of the MANUFACTURER. The PATENTEE agrees to furnish the MANUFACTURER with all
shall
The MANUFACTURER
for
for the result of
evidence necessary for the. prosecution or defense of any such litigation without charge to the MANUFACTURER. 7. If the MANUFACTURER shall by reason of the order, judgment or decision of any Court be deprived of the right to manusell the patented article in said patents, or be restrained from so manufacturing or selling, the MANUFACTURER shall be relieved and discharged of any and all liability to the
facture or
for the rights hereby granted by the PATENTEE to the MANUFACTURER, the PATENTEE agrees to accept, and the MANUFACTURER agrees to pay the PATENTEE,
PATENTEE. 8. As full compensation
ten per cent (10%) on the gross receipts of the MANUFACTURER from the sales of the patented article, up to the sale of ten thousand (10,000) nine per cent (9%) on the of the MANUFACTURER of above ten gross receipts thousand (10,000) and up to twenty thousand (20,000), and eight per cent (8%) on the gross 'receipts of the MANUFACTURER of sales of above twenty thousand (20,000).
9. The MANUFACTURER agrees at all times to keep accurate accounts of their sales and receipts, to render statements thereof in writing to the PATENTEE
Such statements shall be rendered during the months of and shall be accompanied by a remittance to the PATENTEE of the amounts thereon found due to them.. The
PATENTEE
shall at all reasonable times within days after the rendition of any such accounts, be permitted to examine the MANUFACTURER'S books in person or by duly authorized representative for the purpose of verifying such
statements of accounts.
10. It is agreed that the MANUFACTURER may with the written consent and approval of the PATENTEE, sell all the
rights of the
sale, after
PATENTEE
in
and
FACTURER'S rights under

capital invested
this
and the MANUthe and proceeds of the agreement

to the patents
payment to the MANUFACTURER of the amount of by them, shall be divided, fifty (50%) per cent
140
to the
MANUFACTURER and
fifty
(50%) per cent to the PAT-
ENTEE.
11.
This agreement shall enure to the benefit of and shall
obligate the parties hereto, their heirs, executors, administrators and assigns. The PATENTEE agrees that the MANUFAC-
TURER shall have the right to assign this agreement to a corporation to be organized with a minimum authorized capital stock of and upon such assignment the MANUFAC,
TURER
be released from any and all liability under this contract from the date of said assignment, providing that said corporation assumes any and all liabilities under this contract from the date of said assignment, and gives notice of assignshall
ment
12.
to the
PATENTEE.
sell
The MANUFACTURER The
manufacture and
13.
agrees to use his best efforts to the said patented articles. MANUFACTURER agrees that if he organize and con-
trol a corporation to act as selling agent for the patented article, that the MANUFACTURER will pay to the PATENTEE royalties on
the gross receipts of the selling

article.
company from the
sale of the
patented 14. Notice to the parties under this agreement further notice, be given at the following addresses
:
shall, until
Name:
Address:
IN WITNESS WHEREOF, the parties hereto have hereunto set their hands and seals In presence of: (L. S.)
(L. S.)
License to Use Patented Invention Contract of Employment of Inventor Limited Royalties, Profits, Compensation
Arbitration
Separate Accounting System

this
,
AGREEMENT made
between
day
hereinafter
of
described
as
"The
Inventor," and
'
141
hereinafter described as "The WITNESSETH Company WHEREAS, The Inventor represents that he has invented which improvements certain improvements upon are known under the name of the and WHEREAS, the Inventor represents that he has exclusive license for the use and manufacture of said for
, : ,
which invention, constituting such improvements, he has executed an application for letters patent of the United States, which application was filed on and to The desires manufacture the said WHEREAS, Company
,
IN CONSIDERATION of the mutual covenants herein contained, it is agreed between the parties hereto as follows: 1. Wherever the words "The Company" appear in this agreement they shall refer to, and be construed to refer to,
The Company,
its
successors
and
assigns.
pression "the department" is used, it of The Company's business devoted to the manufacture
sale of the
2.
WTierever the exshall refer to that portion
and
The Inventor hereby

and
grants to
The Company, the exclu-
sive license
for
right to manufacture the said
a term beginning with the date of this agreement and ending with the expiration of the patent to be obtained thereon. The Inventor warrants that he has the sole right and exclusive
privilege of manufacturing, selling, operating and exploiting the said and agrees to permit The Company in its
own name
or in the Inventor's name, as
it
may deem proper,
to
prosecute such suits, actions or other proceedings as may be necessary for the protection and vindication of said rights to said under the letters patent to be obtained. The Inventor further agrees to hold The Company harmless
from
claims of whatsoever nature, made against it, whether or justified unjustified, for the infringement or violation of the of rights anyone else of any kind or nature, through the manuall
facture, sale or exploitation of said
under the
patent applied
part of
for
for, separately,
on the
or hi connection with, or as a In the event that the patent applied should not be granted, or in the
142
event that by a decree of competent authority the patent, if granted, is subsequently invalidated, then The Company shall have the option to terminate this contract forthwith, but it is
agreed that that option rests entirely with The Company and may or may not be exercised by it, as it sees fit, the Inventor, nevertheless, to remain liable under the terms of this agreement
with respect to
all
matters done, omitted or performed prior
to said termination,
rights scribed in paragraphs
3.
and The Company to have the same

it
and
privileges as are granted
in the contingency dehis exclusive

,
The Inventor
is
"12" and "14." to render The Company
and production of said and agrees not to render any services to any other person, individual or corporation during the term of this agreement, and to use his best efforts in the performance of his duties
services in the manufacture
The Inventor agrees not to engage in or attend to the repair, manufacture or exploitation in any form or manner of the or anything connected therewith, or of any character, at his home. with
hereunder.
agrees that any improvements, further inventions or discoveries which he may come upon, make,
4.
The Inventor
invent or discover or otherwise acquire with reference to or with reference to the
become subject to the terms of this agreement in the same manner as the and hereby agrees to and grants and assigns to The Company, all such licenses and rights with respect to such new discoveries and inventions as are hereby granted and assigned with respect to the The Inventor agrees to apply for patents upon such new improvements, discoveries and inventions and to assign such applications and the patents issued thereon to The Company as
shall
,
soon as legally possible, provided, however, that the Inventor may require The Company to pay the expenses of making and
prosecuting such applications, and may refuse to proceed therewith unless he be indemnified against such expenses. 5. The Inventor agrees to keep itemized records with respect
to all the processes of manufacture of the said said records to be the property of The Company,
,
to
and prepare detailed calculations
and to attend affording a close and
143
accurate indication and survey of the cost of production of In the performance of his duties heresaid
under, the Inventor agrees to submit to
tions of
all
the rules and regula-
including whatever rules and regulations are or will be promulgated for the manufacturing departments.
6.
The Company,
$
7.
The Company agrees to pay the Inventor a salary of per week for the term of this agreement or
pursuant to its terms. In addition to the salary of $ per week, The to a of the Inventor pay royalty of .... Company agrees or parts thereof, the net sales receipts of each
until the other termination thereof,
that are sold,
ment
for
payment of such compensation to be made after months have expired since the receipt of payNet receipts, for the purposes sold
be calculated as follows
:
of this agreement, shall
By deducting
sold
from the gross
Company and
price of all collected and received

sales
by The
of the
by
it,
the
sum
following amounts: trade discounts allowed, commissions paid, and the sale price of merchandise returned. 8. The Company further agrees to pay to the Inventor a
of the net profits per percentage of profits, viz. .... derived from the proceeds of the net sales of the said
:
.
annum
,
of said profits to be made as soon as practicable after the balance sheet of the fiscal year has been completed. Net profits shall be construed, for the purposes of this agreement, to be the difference between the net sales receipts,
.-
payment
as above defined, and the sum of the following items: All other expenses, including advertising, allocable to the depart-
ment, and a
fair allocation of
overhead, which shall be calcu-
lated in proportion to the gross receipts of The business, and the gross receipts of the department.
9.
Company's
produce and manufacture the in such quantities as are consistent with the demand for the same and facilities for manufacture.
agrees
to'
The Company
said
10.
use
all
and to The Company agrees to advertise the reasonable means to advertise and popularize the ap-
paratus.
11. The Company agrees to create and maintain a special system of accounting for the manufacture of the said
144
,

so that
it will
afford in separate
of
manner a record
of all those transactions,
and detailed showing and in-
dicating a clear survey
and estimate
the profits of the
department. 12. In the event that the Inventor fails to comply with any of the terms of this agreement, The Company shall have the right to withhold such funds as may be accumulated for pay-
ment
to the Inventor until the violations
Inventor shall
on the part of the have been corrected and shall have ceased. If
fail
the Inventor should
to render services to
of
The Company,
a similar
or
manufacture or negotiate the manufacture
The
for himself or for other parties, directly or indirectly Company shall have the right to terminate this agreement
its right
immediately without forfeiting
to manufacture under
the said license herein granted, and to withhold from the Inventor payment of the amounts accumulated in favor of the
Inventor on account of The Company's damages, it being agreed between the parties that in view of the complicated nature of the requirements for manufacture and sale of the said and of the importance to The Company of the personal services of the Inventor, it is impossible to
,
amount of damages which will be sustained by The Company in the event of the Inventor's failure to abide by this agreement: and that the liquidated sums above referred to will represent the minimum amount of damages accruing to The Company. It is expressly understood, however, that whatever sums may be retained as liquidated damages shall not be in substitution for such damages in excess of said liquidated sums which The Company may sustain and
estimate the exact
which
able to demonstrate, nor shall it be in substitution for such other rights, equitable or legal, which The
it
may be
shall have, but The Company may proceed and the same to the same extent and in the same manemploy ner as if this provision for liquidated damages had not been
Company
made.
13. The Company shall have the right to terminate this agreement at any time if the demand for the shall become so reduced as not to warrant further manufacture from the business point of view, whether said reduction of
sales is
145
to
due to inventions or improvements of other parties or any other influences of any kind whatsoever. 14. If The Company should fail to comply with any of the
its
terms of this agreement on
part to be performed, other than
and
those affecting payment of compensation, royalties and profits, shall continue such violation for a period of
days after written notice specifying the nature and character from the Inventor, then and in that event the Inventor may, at his option, terminate this agreement by giving written notice of his intention to terminate the contract
of such violations,
to
The Company. The
such notice for
contract shall continue after receipt of months and shall expire and come to
of said
an end at and upon the expiration
months.
Regardless of the expiration of said agreement, however, The Company shall have the right to complete the manufacture of
under construction at the date of said expiration, and to manufacture additional so as to enable it to make use of any parts on hand at the date of such expiration, and The Company shall also have the right to sell all on hand at said expiration, and all manufactured pursuant to this clause. 15. It is agreed that any dispute between the parties with
amount of compensation, royalty or profits to be paid to the Inventor shall be referred for arbitration to a
reference to the
certified public accountant, mutually selected by the parties, or in the event that they are unable to agree within days after request by one p#rty to the other for selection of
such arbitrators, to a certified public accountant appointed by the President of the Chamber of Commerce of the City of or, if he will not act, to an arbitrator apthe pointed by Supreme Court of the State of New York, pursuant to the provisions of the Arbitration Law of the State then in force. The expenses of such arbitration be borne equally between the parties. 16. In the event that the Inventor should die, such royalties, profits and compensation as may have been earned and unpaid up to the date of his decease, shall be paid to his estate, and all royalties accrued thereafter shall be paid to his estate, but compensation and profits of the department earned thereafter
of
shall
New York
146

shall cease,
by The Company
The Company having
the right,
nevertheless, to use the license hereby granted in the ner as if the Inventor had not died.
17. All notices
same man-
provided for herein shall be sent by registered-
mail
if
directed to
The Company
at
and
if
directed to the Inventor at

18. This writing contains the whole agreement of the parties. There are no representations, promises or covenants other than contained herein. No waiver or modification thereof shall be valid unless in writing, executed with the same formal-
waiver of any breach of this conity as this instrument. tract shall be deemed a waiver of a subsequent breach of like
or similar nature.
No
IN WITNESS WHEREOF the parties have hereunto hands and seals the day and year first above written.
set their
Contract of Exclusive Agency for Sale of Merchandise

Williston
Sees. 90, 279, 280, 653, 1406, 1446, 1645, 1700n.
,
AGREEMENT made
between
hereinafter referred to as the "Principal, and " hereinafter referred to as "Agent, WITNESSETH:
WHEREAS,
and
the Principal
is
engaged
in the business of
WHEREAS, the Agent has been engaged

purchaser and dealer in
in
in business as
Now,
follows
:
in consideration of the premises
and
of the
mutual
as
covenants
herein
set
forth,
the
parties hereto
agree
1. The Principal, hereby engages the Agent as its sole sales agent in the territory hereinafter specified, during the term of this agreement, and the Agent hereby accepts such employ-
ment and agrees
and energies to the business of the Principal to act as its Agent in and to perform such other duties as may be required of him by the
to devote his entire time
,
Principal,
and the Agent agrees that during the term
of this
agreement he will not directly or indirectly be interested in or engaged in any form or branch of the business, except as agent for the Principal.
COMMEECIAL CONTRACTS
2.
3.
147
The term of this agreement is years, from The territory covered by the Agent's agency is
The territory described in this clause is hereinafter referred to as

"aforesaid territory."
4. The Agent agrees to transfer to the Principal, now maintained by him under the name of
the office
,
and
all
furniture
and
fixtures therein at cost,
and the Principal

under his own
agrees to establish in such premises
an
office
name.
and 5. The Principal agrees to establish the Agent agrees to supervise the same for the Principal. 6. The parties agree that a person or persons mutually
,
agreeable shall be selected as assistants to the Agent in the sale of the Principal's products. 7. The Agent agrees to use his best efforts to
for the Principal,
acceptance by
orders so procured shall be subject to office. the Principal at its

all
and
8. The Principal agrees to bill merchandise ordered through the Agent to the office at cost. 9. In full compensation for the Agent's services under this
agreement, the Principal agrees to pay, and the Agent agrees to of the net profits of the operation of the accept agency of the Principal, to be calculated as
follows
10.
:
Net
profits shall
be the difference between gross receipts
and expenditures, as hereinafter defined.

11. (a)
Gross receipts shall include:

All
moneys received by the Principal from sales the through Agent to customers in the aforesaid territory. All (b) moneys received by the Principal from sales
by the Principal
made
made
to customers in the aforesaid territory without

' '
intervention of the Agent. " 12. In expenses shall be in eluded The cost to the Principal of all merchandise sold by (c) the Agent to customers in the aforesaid territory, including in
:
such cost all charges paid or incurred by the Principal in connection with such merchandise, and all expenses of the Princioffice, including rental, pal in maintaining the insurance, clerk hire, transporation charges and all other actual
148
outlays in connection with the business contemplated by this agreement, and any and all losses not compensated by insurance incurred in the conduct of such business.
Accurate records and accounts shall be kept by the Principal and by the Agent of all transactions under this agreement, and each party's records and accounts shall be open to
13.
inspection by the other party at reasonable times, and statements of the net profits shall be prepared, and shall be submitted by the Principal to the Agent within
.
In the event of any dispute as to the correctness of any statement of account, such dispute shall be submitted for arbitration to a certified public accountant to be selected as follows: The party questioning the correctness of an account
submit to the other party for the selection of an arbitrator, of names of three certified public accountants with office? in If within days after the submission of such list the other party shall not have accepted one of
shall
list
the persons so
shall
named
as the arbitrator to
whom
the differences
arbitrator
office
be submitted, then such differences shall be settled by an who shall be a certified public accountant, with an
in
named on
,
party upon
or,
if
the application of either written notice to the other, by the

or, if he,
upon demand, to name an upon demand, refuse to name an arbitrator, by application upon notice to the Court The expenses of the arbitration shall be borne by the parties in such proportion as the arbitrator shall, in his decision, order. The parties agree in all respects to accept and fulfill the decision of the arbitrator.
he
refuse,
,
arbitrator,
by the
of
the acceptance of any account or the adjustment any disputed account, the Principal shall pay the Agent the amount found due to him thereon.
14.
Upon
15.
As the Principal intends
to maintain a large supply of
goods on hand in Principal a Bond of
the Agent agrees to furnish to the , or of some other surety com, to the. Principal in form satisfactory to the pany satisfactory the Principal against Principal, in the sum of , insuring
any
loss of
money or property by reason of any act of the Agent.
16.
149
Notices to be given hereunder by either party to the other shall be given to the Principal at and to the Agent at Either party may
change the place to which notice

to the other.
17.
may be
sent
by written notice
This instrument contains the entire agreement between
the parties and no terms have been agreed upon or understood between the parties except as herein set forth.
Contract for Exploitation of Secret Process

Williston
1643 and 1646; Grant v. Pratt, 52 App. Div. 540, 65 N. Y. Supp. 486, 87 App. Div. 490, 86 N. Y. Supp. 983, 110 App. Div. 149,
29. Aff'd
97 N. Y. Supp. 38, 110 App. Div. 867, 97 N. Y. Supp. without opinion 186 N. Y. 611. See also 47 L.
S.),
R. A. (N.
413.
AGREEMENT,
made
after referred to as the after referred to as the
between "Manufacturer," and
hereinherein-
"Owner."
possession
WHEREAS,
the
Owner has the exclusive knowledge,
and ownership of certain inventions, formulae, secrets and samples of processes which he has made use of in made by the use of said invencertain of which tions, formula, secrets and processes have been submitted to the Manufacturer, and tested by it. THIS AGREEMENT wiTNESSETH, that the parties hereto in consideration of the premises, of the mutual covenants herein contained do hereby mutually covenant and agree as follows 1. The Owner will forthwith fully and completely instruct and advise any and all employees of said party of the Manu:
by it may be designated, in such inventions, secrets, formulae and processes, and in the practical application and use thereof; and will hereafter, at any time and at all times, consistfacturer as
ent and convenient with his other business, continue and renew such instructions of such person as may, from time to time, be
designated,
and
fully advise
and
instruct said Manufacturer,
employees as designated, both in the said inventions, formulae, secrets and processes aforesaid, and in those which
and
its
150

hereafter
become known and preparation of and kindred products; and in the use and practical application thereof; and will, from time to time, hereafter devote to the completion and improvement of such and kindred products, such further time and attention as may be necessary, and at his convenience and as he may find it consistent and convenient with his other business so to devote. The Owner covenants and warrants that at no time
he
to
may hereafter devise or which may
him
relating to the manufacture, manipulation
heretofore has he imparted to any one any of the said processes, secrets, formulae or inventions, or in any manner suffered or
allowed any person to become acquainted therewith, and that no person now has any knowledge obtained of or through him in regard thereto, and that he will at all times hereafter preserve the secrecy of the same so that neither by his intention,
any manner whatever, shall any person become acquainted therewith or with any portion
sufferance, negligence or in
thereof.
2.
In consideration therefor the manufacturer will pay to

royalties not exceeding in all as follows For all sales of goods manufactured
:
the
Owner moneys and
computed by use of the said

listed
to be
processes, formulae, secrets and inventions, there shall be paid to the Owner a royalty which on all goods
on the price list of the party of the first part at or over, shall be and on all goods listed on such price list at less than shall be
,
,
until the
whole amount paid to the Owner for and on account of
said royalties shall aggregate 3. In all cases of the sale of mixtures, wherein any goods made by use of said inventions, etc., are included, the royalties
shall
be calculated on the basis of the amount and value of the

to the
in
ingredients entering into such mixtures.
The manufacturer covenants with and guarantees Owner that at least dollars per annum
any
event shall be paid upon the said royalties for the first years after the date of this agreement, and that the same shall be paid by the manufacturer as follows on the execution and delivery of these presents and of said full
:
and complete statement
of said processes, inventions, secrets
and formulae
;
151
shall
which sum
of
s
.
against such royalty at the rate of ...

of said years; in
be charged for each

per annum,
and sums
also shall
of
pay
at
the
end of each
Such payments so guaryears. during said anteed shall be on account of the maximum sum of
hereinbefore mentioned.
The Manufacturer will also, so soon as and whenever the total amount of royalties credited to the Owner shall exceed the aggregate of all payments so charged against him such excess as the same as aforesaid, pay him each
4.
may from time to time exist,
to the
end that the minimum pay,
ment received by said Owner on account of said royalties shall be said cash payment of charged as aforefor said, and said sum of per the maximum shall be the total and that amount of years, until from time to the same are the time, royalties credited, Such royalties are to be credsaid sum of ited to said Owner on the books of the Manufacturer on or before and shall be paid on The Manufacturer is not to pay any royalties to the Owner upon the goods which are given away as samples to solicit trade, nor upon goods returned for any cause, but only upon goods sold, delivered and finally accepted and retained.
,
5.
to the
In case at the end of Owner do not equal the payments
the royalties credited
time, there shall thereafter said Owner, except for such balance of royalties in excess of all payments made, as may thereafter accrue, from time to time, in his favor, which said payments are to continue until the said
made to him up to that be no further payments made to
Owner has
shall
received the full
sum
said
first
above mentioned of
of
and whatever
sum
be fully paid, all said inventions, formulae, secrets and processes, both those originally communicated upon the execution of this agreement and those thereafter discovered shall be the full and sole property of the Manufacturer free from any
In any event, unless the option obligation, claim or royalty. provided for in paragraph fourth be exercised, this contract
shall not terminate,
nor the manufacturer cease to manufacture
152

sell
said goods, nor cease to pay said royalties, until the full shall have been paid to the Owner. royalties of
and
agrees immediately to enter upon and to push the manufacture and sale of endeavors reasonable by all grades of said goocls, and at all times to actively continue
6.
The Manufacturer
all
such manufacture and sale to any and
all
extent that the market

shall
will warrant, until the said royalties of
have been so paid.
sale of the higher priced goods,
The Manufacturer agrees, also, to push the made under such processes, etc.,
with the same efforts which it shall use for the lower priced goods made under such processes. 7. The Manufacturer agrees to keep full account of all its transactions relative to the said goods and to render statements as to the Owner whenever desired, not exceeding the of said statements that for and verifying purpose aforesaid, examine its books and he may, not of tener than
,
the said transactions, or require the said statements to be verified by the oath of one of the officers of the
vouchers
in relation to
Manufacturer. 8. The Manufacturer may at its option at any time within from the date of this agreement, which option should be exercised by the giving of written notice thereof to the Owner, purchase from the Owner all his rights in and under
agreement, all said processes, inventions, secrets and formulae, as the same shall exist at the time of said purchase,
this
and the factory and property

sisting
of said
Owner
in
con-
both real and personal, the or about said upon premises in the manufacture of
of
,
used
in consideration
and upon the payment

:
of
which sum
be paid as follows It is, however, provided that, for the purpose of said purchase, said factory, real estate and plant are valued at
shall
,
and that the Owner may at any time, prior to the exercise of said option by the party of the first part, or notice thereof, sell, lease or otherwise dispose of the same, and thereupon the price
to be paid under said option shall be being the value of all other considerations in said option included. In case of loss or damage by fire or otherwise to said factory,
,
property and plant, said Owner shall restore the same at his
153
expense and said option shall not be affected. If this option is exercised, this contract shall thereupon terminate, except as to the obligation of the Owner to preserve the secrecy of said
inventions, formulas, secrets and processes. 9. Owing to the fact that the Owner, by the act of disclosing his aforesaid inventions, processes and formulas, thereby loses
control of his property therein, it is therefore covenanted and agreed by the Manufacturer, that in case the Owner shall
become
all
insolvent, or shall fail in
any way
to keep
and perform
the terms of this agreement, on its part to be kept and performed, there shall forthwith become and be due and payable, as liquidated damages to the Manufacturer, and not as penalty, the sum, if the same shall become due within .... years after the and if the same shall become date thereof, of
,
at due after the term of .... years the sum of which respective sums said damages are hereby appraised, assessed and fixed, but at any and every time such liquidated damages shall be reduced by crediting thereon all the payments
,
theretofore made, as provided by paragraph "4" hereof. 10. The Owner will not, at any time hereafter so long as this
agreement shall continue or after the same has been fulfilled, engage in any manner, by use of his name or influence, in or or like products, which about the manufacture of with the business of the Manuin manner any compete might
facturer, or reduce
the value of the processes, inventions,
secrets and formulas which are the subject of this agreement. 11 For the purpose of securing the secrecy of said inventions,
.
Owner will place in a sealed envelope memoranda and information now or hereafter
the
relative to the said inventions, etc.,
all
manuscripts,
in his possession,
which said envelope shall be placed in the hands of a trustee to be selected and shall be delivered up or opened only on the consent of both parties
thereon.
the end that the secrecy of all such processes, inventions, secrets and formulas may be preserved it is especially covenanted and agreed that any dispute between the parties
12.
To
hereto shall be referred to and decided

shall
by
three arbitrators
who
be suitable, disinterested and competent; one arbitrator being appointed by the said Manufacturer, one arbitrator by the
154
Owner, and the third arbitrator by joint and mutual agreement

of the parties hereto, or in case of their failure to agree upon such remaining arbitrator, then of the two first appointed, and
no suit, action or legal proceeding of any nature shall be brought by either party except to enforce a decision of such arbitrators or to compel their appointment. 13. During the continuance of this agreement the Manufacturer shall not impart knowledge of the aforesaid processes, inventions, secrets and formulas to any other other than its own employees, nor at any time transfer or assign this contract except upon the written consent of the Owner, which consent
agrees to give to a transfer or assignment to any responsible person or corporation, and in no event to demand a money consideration therefor.
the
Owner
14.
executors, administrators
This agreement shall extend to and bind the successors, and assigns of the parties.
Contract for Purchase of Secret Process

Williston
See:
Sections 1643
and 1646
Grant
Pratt, 52 App. Div. 540, 65 N. Y. Supp. 486, 87 Div. 490, 84 N. Y. Supp. 983, 110 App. Div. 149, 97 App. N. Y. Supp. 38, 110 App. Div. 867, 97 N. Y. Supp. 29,
v.
aff'd
without opinion, 186 N. Y. 611, 47 L. R. A. (N.
S.)
413.
AGREEMENT made
between
hereinafter referred to as the Seller, and hereinafter referred to as the Purchaser, in consideration of the
,
mutual covenants herein contained, WITNESSETH 1. The Seller represents that he has invented and discovered
:
a secret process for

hereinafter referred to as the secret
The said process is process. The Seller further
represents and warrants that he has not at any time divulged or imparted the said secret process or any part thereof to any per-
son or corporation whatsoever and that he

thereof, free
is
the absolute owner

charge, claim
and
clear of
any and
all lien,
and
demand.
155
2. The Seller desires to sell the said secret process to the Purchaser and the Purchaser desires to purchase the same. 3. Upon the execution of this agreement, the Seller agrees to
deliver to the Purchaser a manuscript description of his said secret process, accompanied by all memoranda, data and
information
process,
now
in his possession relative to the said secret

Seller further agrees
from time to time as new information or data come within his knowledge, forthwith to deliver written descriptions and memoranda thereof to the
and the
Purchaser. The Seller agrees that he will never directly or indirectly at any time impart or disclose knowledge or information of the said secret process or improvements thereon, to any
person except those persons designated by the Purchaser. 4. The Seller agrees forthwith fully and correctly to instruct
two persons designated by the Purchaser in such secret process, and in the practical application and use thereof, and the Seller agrees that he will at any time in the future when consistent and convenient with his other business, continue and renew such instruction of such persons or of such other persons as may from time to time be designated by the Purchaser, both in the secret process now known to him and in the practical application thereof and in any improvement thereof. If either of the two persons designated to be instructed as aforesaid should be incapacitated or should fail to have the ability or willingness to learn the said process and the practical application thereof from the Seller, then the Seller shall so notify the Purchaser and the Purchaser shall designate another person to be instructed, and the Seller agrees fully and correctly to instruct such substitute, and the Seller's obligation to instruct hereunder shall not be fulfilled until he shall have so instructed two persons designated by the Purchaser. All instruction shall be at the Seller's shop unless work at some other place shall be
at least
necessary to complete such instruction. 5. The Purchaser agrees to pay the Seller as the purchase for the said formula and in consideration of his instruction, price
royalty
of
dollars,
until
dollars
shall thus
have been paid to the
Seller
by the Purchaser. The

,
Purchaser agrees to render statements to the Seller and to accompany such statement by a remittance for the
156
royalty,
and the Purchaser agrees to continue to render such statements until the Seller shall have been paid dollars without interest and without deduction of any kind. The Purchaser agrees immediately upon the completion 6.
of the instruction of its representatives to enter upon and by all reasonable endeavors to promote the manufacture and sale of manufactured by the use of said process,
until such royalties shall

7.
have been paid
in full.
The Purchaser
than
to sales of
agrees to permit the Seller not oftener to examine its books and vouchers in relation
either in person or by a competent and shall have been paid. trustworthy accountant, until
Contract for Sale of Business Including
Good Will with
Covenant Not
Williston
to
Compete
Sections 141, 413, 495, 497, 752, 781, 787, 829n., 872, 1022, 1406, 1442, 1446, 1636 to 1658; Diamond Match Co. v. Roeber, 106 N. Y. 473, 13 N. E. 419.
AGREEMENT made
between
hereinhereinafter designated the Seller, and after designated the Purchaser, WITNESSETH, as follows:
the consideration hereinafter mentioned, for himself, his heirs, executors and administrators, covenants, promises, grants and agrees, to and with the Purchaser, his
1.
The
Seller, for
and assigns, that he will, on or and convey by a deed with full covgrant enants and warranty unto the said Purchaser, his heirs and assigns in fee simple, clear of all liens and encumbrances whatheirs, executors, administrators
before
ever excepting
uated
2.
all that certain lot of land sitwith the factory and buildings thereon.
to on or before said Purchaser all the and deliver unto the bargain, sell, machinery, tools, implements and appliances of every kind whatsoever, now in said buildings, including all the articles and items enumerated in the schedule hereunto annexed, and also including all articles and items of machinery, tools, implements and appliances that may have been omitted from said schedule,
Seller agrees
The
transfer
that are
now used or designed to be used by the Seller in the probusiness, together with the
secution of the
good
will of
157
the said business of the Seller and the use of his name therein, and the exclusive right to all his trade-marks and labels as used and owned by him in connection with said business. The Purchaser covenants promises and agrees to pay or 3.
cause to be paid to the Seller, his executors, administrators or dollars, in manner following, viz. assigns the
:
Upon the execution and delivery of the deed of conveyance of said land and premises as aforesaid, and the sale and delivery of all the machinery, tools, implements and appliances as aforesaid,
with the good will of said business, and the use of the name and the exclusive right to all his trade-marks and labels as aforesaid, to deliver to the Seller, his executors, adminof the Seller
istrators or assigns, shares of the increased capital stock of the
Company,
to be hereafter issued
by the said company,

whole to the said
at the par value thereof,
amounting
in the
sum
of
dollars.
The Purchaser assumes and
dollars on said agrees to pay, the said mortgage of land and premises, together with the interest on the same. 4. The Seller agrees, on or before the said
,
and deliver to the Purchaser, and unfinished goods and materials

to
sell
all of his
stock of finished
for
making
the Purchaser agrees to purchase said stock of goods terials at fair and equitable prices.
5.
and and ma,
In consideration of the premises, the Seller covenants and agrees that upon the delivery to him of the capital stock of said company as aforesaid, the Seller shall and will become bound
unto the Purchaser, his representatives and assigns, in the dollars as liquidated damages; that sum of the Seller shall not and will not at any time thereafter, directly or indirectly, engage in the manufacture or sale of within the limits of the United States of America and the Territories thereof, nor aid or assist any one else to do so within
said limits, nor have any interest, directly or indirectly, in the within said business of manufacturing and selling
limits,
except as an employee of the Seller. This agreement shall apply to and bind the heirs, execu6. successors and assigns of the parties. administrators, tors,
Contract Appointing Exclusive Sales Agent

Williston
1700n.;
Sections 90, 279, 280,
y.
653,
1406,
1446,
1645,
Champion Spark Plug Co.

Fed. 74.
Automobile Sundries Co., 273

,
AGREEMENT made between

designated
as
Principal,
hereinafter
and
hereinafter
designated the Agent,
WlTNESSETH
1.
This agreement shall be valid and binding upon each of
the parties hereto and their respective successors and assigns for the term of years from the date of execution hereof.
2.
The Agent is hereby made and
constituted sales agent and

sell
distributor of the Principal, with exclusive and sole right to and distribute the products of the Principal known as in the following described territory, viz.
:
intended to give agent exclusive rights on all products of the Principal whether then existing or afterwards acquired, add "whether now owned, possessed or distributed by the Principal or hereafter acquired.")
(If it is
3.
The The
Principal agrees to
sell its
:
products above described
to the
4.
Agent at the following prices
Principal agrees to properly pack and securely strap ordered by the Agent and to deliver same f.o.b goods
City.
5.
The Agent
shall
sold under this agreement
Agent during the last shall be entitled to a discount of cash paid on or before the tenth
chases.
6.
pay the Principal promptly for all goods and delivered to the order of the preceding calendar month and the Agent
per cent, for
of the
month
following pur-
The
it
ment, above-described territory except through the Agent and to

158
will
Principal agrees that during the life of this agreenot sell or cause any of its articles to be sold in the
refer all inquiries concerning its
159
product from the above-described territory that may be received by it through any source or by any means whatsoever, to the Agent for attention. It is understood and agreed that this means all local export commission houses that are generally known or described as such and
whose
7.
inquiries indicate that the product foreign countries.
is
for
consumption in
The Agent
sale of the
and
agrees to use its best efforts in the promotion product of the Principal in the above-described
and through its agencies, travelling representatives, correspondence and other methods at its command to promote and increase the business in the products of the Principal; to appoint agents and sub-agents in and for various countries of the world and to act for the Principal in a manner befitting its
territory,
position as sole agent.

8. The Principal shall as far as it is able furnish the Agent promptly with such qualities of any of its products as the Agent may require, shall not advance the prices on its product to the Agent beyond those in effect on the date of execution hereof and
shall give the
Agent at
all
times the benefit and advantage of
its
lowest published prices and discounts on its products; shall furnish the Agent from time to time with reasonable quantities
of literature
and cuts
for circularizing
and promoting the
sale of
the products contemplated by this agreement, such literature to bear the name of the Agent as sole foreign distributor for the
product of the Principal; and shall save the Agent harmless from all liability in law or equity for infringement of rights and
patents held by other corporations or individuals that sult from the sale of the products of the Principal.
9.
may
re-
Principal shall upon the receipt of any defective sold under this agreement, when such goods may be goods shown to have been originally defective in material or work-
The
manship, replace or restore the same to the satisfaction of the Agent. 10. The Agent shall order not less than
of assorted sizes in lots of
or over as its needs
may
year of the term of this agreement and

(
require during the an increase of
first
%)
per cent, each succeeding year
160
over the preceding year during the term of this agreement and failing to do so the Principal may at its election at any time thereafter terminate this agreement by giving not less than
days' notice in writing to the Agent.
prices shall prevail during the
in
life
The above
of this agreement, except that

its
case the
first
party should change

cents for
,
printed domestic
be preserved the same months' due notice from the Principal to the Agent to enable them to adjust their prices with foreign distributors and to take care of such orders as may be in transit after
ratio shall
after
wholesale price of cents for
and
any increased
agreed that
prices
may
go into
effect locally.
It is further
furnished the Agent at the special
prices herein indicated are for export only. 11. The Agent agrees to push the sale of
in preference to
any other
12.
It is
any other makes, but does not agree not to sell for which it may receive orders. agreed and understood that the Principal does not
make deliveries of the orders if prevented by cause from any doing so, but that all orders placed by the and not rilled Agent by the Principal shall be considered as sales
obligate itself to
made by
sold
by
it
the Agent in calculating the number of within any certain year or period of this agree-
ment.
understood and agreed that the Agent shall have the privilege of cancelling any orders placed with the Principal that shall not have been filled by the Principal within days after date of the Agent's orders, such orders to be credited to the Agent on its volume business as herein specified.
13.
It is
Pledge of Stock as Collateral Security.

Williston
KNOW ALL MEN BY THESE
Sees. 173, 978, 1021, 1042-1044, 1064, 1678, 1817. PRESENTS, that the undersigned, in
given, or continued to the undersigned hereby agree with the said
consideration of financial accommodations, given, or to be by the
that whenever the undersigned shall become or remain directly,

or contingently, indebted to the said
for
161
money
lent, or for
money paid
for the use or account of the
undersigned, or for any overdraft or upon any endorsement, draft, guarantee or in any other manner whatsoever, or upon
any other
shall then and claim, the said have the following rights in addition to those created by the circumstances from which such indebtedness may arise
thereafter
against the undersigned, or his, or their executors, administrators or assigns, namely:

1.
All securities deposited by the undersigned with said as collateral to any such loan or indebtedness of
the undersigned to said shall also be held by as security for any other liability of the whether then existing or undersigned to said
said thereafter
contracted;
and
said
shall
also
upon any balance of the deposit account of the undersigned with said existing from time to time, and upon all property of the undersigned of every description left with said for safe keeping or otherlien
have a
wise, or
way, as security for

2.
in any coming to the hands of said of the to said any liability undersigned
now existing or hereafter contracted.

shall at all times have the right to require from the undersigned that there shall be lodged with said as security for all existing liabilities of the undersigned to said approved collateral
Said
securities to an amount satisfactory to said and upon the failure of the undersigned at all times to keep a for such liabilimargin of securities with said
the undersigned, satisfactory to said or upon any failure in business or making of an insolvent assignment by the undersigned, then and in either event all liabilities
ties of
of the undersigned to said of said become
shall at the option
immediately due and payable, notwithstanding any credit or time allowed to the undersigned by any instrument evidencing any of the said liabilities.
3.
Upon
failure of the undersigned either to
pay any
or
in-
debtedness to said
due, to keep
when becoming
securities
made
vided
for,
up the margin of collateral then and in either event said
above pro-
may
162
immediately without advertisement, and without notice to the
by it as against any the undersigned, at private sale or Broker's Board or otherwise and apply the proceeds of such sale
undersigned, or all of the
sell
any
of the securities held
liabilities of
as far as needed toward the
payment
of
any or
all of
such
liabilities, together with interest and expenses of sale, holding the undersigned responsible for any deficiency remaining unIf any such sale be at Broker's paid after such application. Board or at public auction, said may themselves be a purchaser at such sale free from any right or equity of redemption of the undersigned, such right and equity being
hereby expressly waived and released. Upon default as aforesaid, said may also apply toward the payment of the said liabilities all balances of any deposit account of the then existing. undersigned with said 4. It is further agreed that these presents constitute a continuing agreement, applying to any and all future as well as to existing transactions between the undersigned and said
Agreement Between News Syndicate and Artist or Writer Work to be Sold to Newspapers
99, 132
for
Wheeler Syndicate, Inc., v. The Star Company, 231 N. Y. N. E. 907. Certiorari denied 42 Supt. Ct. Rep. 94. AGREEMENT made between of
of
hereinafter called the "Syndicate," and. hereinafter called the
"
Artist,"
WITNESSETH: WHEREAS, the Artist
is
now an
artist
and cartoonist
of
extensive reputation throughout the English speaking world as the creator, author and producer of and
,
WHEREAS, the Artist has received and is now receiving large compensation and reward from the said newspapers for the said and the WHEREAS, Syndicate desires to employ the Artist for a of period years to commence as soon as any contract or other engagement which he may now be under has terminated, to
,
produce the said
exclusively
163
for the Syndicate, to be sold by the Syndicate to such newspapers published at least six times a week as the Syndicate
shall select
and
willing to produce the said exclusively for the Syndicate, to be sold by the Syndicate to such newspapers as aforesaid upon the terms and conditions set forth in this contract :
WHEREAS, the Artist is
Now, THEREFORE, for and in consideration of the mutual covenants herein contained, and of the guarantee of the of even Publishing Company, publisher of date herewith, the parties hereto do hereby agree as follows
:
1.
The Syndicate hereby employes the

,
Artist for the term of
three (3) years from use of the Syndicate the
to produce for the exclusive to be sold

,
by the Syndicate as aforesaid during the said three (3) years; and the Artist hereby accepts the said employment and agrees to render the said services exclusively for the Syndicate upon
the terms and conditions hereinafter named.
2.
The Syndicate agrees
to
pay
to the Artist for his exclusive

of $
services as herein described, the
sum
per
week over and above all expenses, at the end of each and every week, to wit: At noon on each and every Saturday through the term of this contract; and this payment of $ .... per week shall be a minimum payment and be made irre-
spective of the amount of the Artist's percentage of the earnings hereinafter mentioned, or cost of production, the intention of
being that the Syndicate guarantees to the Artist that he shall receive from the Syndicate for his said exclusive services the sum of at least $ per week for each and every week during the term of this agreement.
this clause
3. The Syndicate also agrees to pay to the Artist throughout the term of this agreement, of the gross amount of money received by the Syndicate from the sales
made by
the Syndicate of the said
the said newspapers as aforesaid, the remaining of the said amount to be retained by the Syndicate.
Artist agrees to bear .... the said
for,
%
The
% of the cost
of
thereand making the which are sent to the said newspapers as aforesaid, and the
164

the remaining by the Syndicate.
,
cost of copyrighting the said of said expenses to be borne
The
per week to be paid to the Artist guaranteed $ as herein provided shall be part payment in advance on account to be paid him; but, if during of the said of the gross amount any week the said
by the Syndicate shall be less than $ the difference between the amount of the said and the $ guarantee shall not be deducted from any future %, but each week shall be considered as a unit and during each week the Artist shall of the gross amount received by receive the Syndicate, which payment to the Artist in any event shall not be less in any one week than $ 4. The Syndicate shall keep accurate books of the amount of
received
the said gross sales and the said cost of and copyrighting, and shall render an account in detail to the Artist on the of each month, beginning the amount of money received from the newsshowing gross
,
papers during the previous calendar month for the said
and the cost of and such statement being rendered, the copyrighting, upon shall to Artist the additional amount due the Syndicate pay under the terms of this agreement.
,
5.
It is agreed that the Artist or his
duly authorized agents,
have the right at all times to examine the books of account of the Syndicate in which the accounts pursuant to this agreeshall
ment are kept.

6.
It is agreed that should
any question
arise
by reason
of
brought by a third party, or by either or both of the parties to this agreement against a third party, as to the right of the Artist to produce, or any newspaper to publish, the said the expenses of such litigation shall be borne equally by the said Artist and by the said Syndicate, share and share alike. The Artist agrees that under this arrangement he will permit an action or actions, or proceeding or proceedings, to be maintained in his, the Artist's name to whenever it shall be deprotect the said
legal proceedings
,
cided
by counsel representing the parties hereto
so to do.
7.
165
The
tract he will
Artist agrees that throughout the term of this condo everything in his power to make the said
salable in the best possible
manner
all
to the news-
papers as aforesaid, and that they shall
be
by him
in every respect personally. The Artist agrees that the services hereby contracted for shall be rendered exclusively to the
Syndicate for newspapers as aforesaid, and the Artist agrees that he will not render the same or any similar services during the three (3) years covered by this contract to any newspaper
periodical published once each month or oftener, or directly indirectly, except through the Syndicate as pro-
or to
any
vided for in this agreement. It is further agreed that 8.

of this
if
the Artist shall during the term

,
agreement desire to produce a page of
for publication in newspapers, or in newspapers other than
any
for publication
agreement, the Syndicate, upon the terms of
if it
covered by this so desires, shall handle the same of the gross amount
thereof received, to the Artist, and to the Syndicate, the same ratio of expenses as hereinbefore provided to be borne by each.
9.
The
Artist agrees to use his best efforts to produce
of the said
each week throughout the term of this
agreement as herein provided, so that the Syndicate shall be able to sell to the newspapers as aforesaid a service covering
six days each week; but it is mutually agreed that during some weeks the Artist may, if necessary, produce less than ... of the said but the Artist does hereby agree that he will
;
produce during each period of twelve months throughout the term of this agreement as herein provided (the said of each period of twelve months to commence with of the said year), not less than and the Artist agrees that he will furnish the Syndicate with the
said
more of the said each year in such manner as will enable the newspapers to which the Syndicate sells this service to complete the publication of the said or more during the in at a rate of the each year beginning year,
or
publishing not
more than one of the said
per day.
166
10.

It is agreed that the Artist will
apply for and take out accident and health insurance policies for a sufficient amount to cover the guarantee of $ per week; that,
the Artist will assign these policies to the Syndicate; and that the said Syndicate will pay the premiums upon the said It is mutually policies during the term of this agreement. that the insurance provided for in this paragraph be actually taken out and be operative before the obligations of the Syndicate under this contract shall become
agreed
shall
effective.
It is further agreed that should the Artist become incapacitated by illness for a period of one month or longer,
11.
that period shall be added to the term of this agreement. The Syndicate agrees that it will grant to the Artist two successive
weeks' vacation during each year, during which two weeks the Syndicate shall not receive any of the said
,
but shall nevertheless pay the Artist $ per week minimum guarantee as herein provided. It is further agreed that the Syndicate will grant the Artist an additional two weeks' vacation under the same conditions, the Artist to receive,
however,
12.
the
sum
of
per
week minimum
guarantee for the said additional
two weeks.
The Syndicate
agrees that it will copyright the said in the name of the Artist and that it will not
or alterations in
;
make any changes
any
of
them without the
consent of the Artist but the Artist agrees that he will give to the Syndicate joint editorial supervision with him over the said during the operation of this contract in so far as the
to the general policy of adaptability of the said the newspapers to which the Syndicate shall sell this service, is concerned.
not anything in this agreement which shall be construed to prevent the Artist from publishing in book form after the same has been the said
13.
It is agreed that there is
published in the newspapers to which the Syndicate shall sell this service, or from the said upon the public characters in stage, or authorizing the use of
moving
characters
pictures, or authorizing the use of by theatrical troupes, the Artist reserving all rights
167
to newspapers and except the sale of the said as hereinbefore periodicals provided. 14. It is agreed that should any newspaper which has published the said conprior to
,
tinue after that date to publish, without the consent of the Syndicate, any purporting to be
,
that fact shall not in any way affect the terms of this agreement but the Artist agrees that he will permit the Syndicate to maintain in his, the Artist's, name an action or actions against
;
any such newspaper or newspapers

tion
'
duplicacounsel representing both parties hereto shall decide so to do, under the terms mentioned in paragraph 6. 15. The Syndicate agrees that it will not at any time during
if
to prevent such
'
at
the term of this agreement, or during any extension thereof, or any time in the future, attempt to substitute or substitute,
or attempt to duplicate or duplicate the other artistic productions of the Artist;
or
and the Syndicate
further agrees that it will use its best efforts to have the said sold and published in the largest number of
newspapers possible, and to have the said newspapers advertise
the publication of the said
at least
two
weeks in advance of their appearance. It is further agreed that the Syndicate will contract with the newspapers printing that they shall always print the legend the said in type at least as large as that of the caption or
title.
16.
It is agreed that the Artist shall

all
approving renewals of the same which expire before the date of expiration of this agreement. 17. It is further agreed that should the Syndicate be legally prevented or legally hindered temporarily from marketing the that during the said hindrance the said this operation of agreement shall be suspended, and any period of suspension thus caused shall be added to the term of this agreement. But if the Syndicate shall be legally prevented or that prevenlegally hindered from using the tion or hindrance shall in no way affect the operation of this contract so long as the said Artist shall not be prevented from
,
contracts entered into
have the privilege of by the Syndicate and
168

from publishing, the said
furnishing, or the newspapers

.
themselves.
Agreement
for Sale
Accounts by Merchant to Finance Company Power of Attorney

of
Greey
v.
Van
Iderstine
Dockendorff, 231 U. S. 513, 34 Sup. Ct. Rep. 166; v. National Discount Co., 227 U. S. 575, 33
Coder
between
Sup. Ct. Rep. 343; v. Arts, 213 U. S. 223, 29 Sup. Ct. Rep. 436.
this
AGREEMENT made
,
day
of
19 ...
and
hereinafter designated as the Company, hereinafter designated as the Customer, WITNESSETH
WHEREAS
the Customer
is
desirous of realizing cash on
all
accounts created by the sale of goods ordered and shipped to his customers.
Now, THEREFORE,
in
consideration of the covenants and
agreements to be kept and performed by the respective parties hereto, it is hereby agreed between them as follows: The Company agrees to secure funds and out of same to advance to the Customer from time to time per cent. on confirmation of the net face value of such accounts as may be accepted by the Company upon the following terms and
conditions
1.
:
The Customer may submit
all his
orders to the
Company
for approval of credit. 2. The Customer shall deliver to the
original
and duplicate invoice
for
Company a correct goods actually sold and
delivered with original shipping receipts or bills of lading, and an assignment of the account upon the form attached hereto,
and made a part
of this agreement.
The Company reserves the
any order or part thereof. 3. Should the Company disapprove of an order, the Customer may fill said order, but the account must be assigned as other accounts, and is to be held as security for all obligations of the Customer to the Company, subject to all the conditions contained in this agreement.
right to cancel its approval of
understood and agreed that the guarantees payment of any account.

4.
It is
Company
in
no wise
5.
169
further agreed that the Company will credit the Customer with all sums of money realized from the collection
It
is
of accounts,
and that
said accounts transferred
and assigned to
Company, together with any and all other accounts, sums of money, debts and demands, whatsoever, belonging to said Customer and which may be received by the Company, shall be held as general security for any and all advances, claims, debts, dues and demands of the said Customer, due or to become due, or that may hereafter be contracted with the Company, together with the charges and expenses of the Company specified in the Fifth, Sixth, Seventh and Tenth paragraphs of this agreement, with full right and power to the Company to demand such additional security as it may deem necessary, the said Customer to remain liable to the Company for any deficiency resulting from said Accounts. 6. The Customer authorizes and empowers the Company by its officers to endorse the name of the Customer on any and all checks, vouchers, notes, drafts, or other negotiable instruments or commercial paper which may be payable to the order of the Customer or endorsed over to the Customer, and receive remittances for accounts assigned and transferred to the Comthe
pany, as aforesaid, or otherwise; to collect and receive all moneys, to give its receipt therefor, to sue for, compromise,
settle
of the
collect said accounts in its own name, or in the name Customer, or otherwise, it being distinctly understood that all and every expense incurred in the collection of accounts together with attorneys' fees, are to be charged to and paid by the Customer.
and
The Customer agrees to pay to the Company in cash or Company, if it so elects, to retain from any money collected or received upon the accounts of the Customer, a commission of per cent, on the gross amount of ac7.
allow the
counts of the Customer to reimburse the
Company
for services
rendered or to be rendered' in the collection of the accounts,

assisting in extending credit, securing references and reports and generally assisting the Customer with his credit depart-
ment. The Customer also agrees to reimburse the Company for such outlays as exchange on checks, and postage. 8. The Company shall further be entitled to charge interest
170
at the rate of six per centum per by it to the said Customer.

9.
annum on all moneys advanced

Company
as
All invoices of accounts transferred to the
aforesaid, shall contain thereon the statement that the Company may notify the debtors that the said accounts have been
and are payable to the Company; should any moneys on any account on which advances have been made by the Company, be collected by the Customer, the identical checks or moneys constituting such remittances shall be immediately handed over to the Company. 10. The Customer hereby guarantees the correctness and bona fides of all accounts assigned, and payment of same, and that all merchandise sold, shipped and delivered and constitransferred
tuting such accounts will be packed under personal supervision and legibly marked with the address of the consignee and
delivered to
common
carriers against their receipt or bills of
lading to be forwarded to their respective destinations.

11.
Should any debtor from
whom any account
is
owing
die,
or
general assignment, or any transfer of his, her, its or their property, or should a judgment be taken against such
make a
debtor, or any such debtor become insolvent as construed by the Bankruptcy Laws, or should any account become due
and owing, according to the terms of invoice and not be paid, then the Customer upon demand of the Company shall pay the
if it
said
Company
in cash, or allow the said
Company,
so elects, to deduct from any balance, which it may have on hand, or out of any sum which it may hereafter have on hand,
or out of
any sum which
credit of the Customer,
hereafter have on hand to the advances made on such account, any

it
may
together with the charges of the Company, specified in the Fifth, Sixth, and Seventh clauses of this agreement.
Should any Customer indebted to the Company make a general assignment or any transfer of his, her, its or their property or should a judgment be taken against such Customer or should such Customer become insolvent, or should proceedings in Bankruptcy be instituted against such Customer, or should any such Customer become insolvent as construed by the
12.
Bankruptcy Laws
to
of
the
Company
shall
it
place
all
accounts transferred to
as
have the right aforesaid, due
or to
171
become due, in the hands of its attorneys, or collection agency, and in addition to the charges and expenses hereinabove specified, the account of the said Customer shall be changed with and the said Customer shall pay all and every
expense incurred in the collection of said accounts, together with a charge of ten per cent fees on each and every account turned over for collection as aforesaid. 13. Should the Customer allow any claim or deduction on any
account assigned to the Company, notice thereof must be immediately given by the Customer to the Company, and thereupon the Customer shall pay in cash or allow the said Company, if it so elects, to deduct from any balance which it may have on
hand, or out of any sum which it may thereafter have on hand to the credit of the Customer for the claim allowed.
14. Should any goods be returned to the Customer on any account assigned to the Company notice thereof must be im-
mediately given by the Customer to the Company, and it shall be optional with the Company either to retain its title to the merchandise returned and to take possession of the same, or to
or at
surrender the same upon receiving payment therefor in cash, any further option of the Company to deduct the value
of the goods returned from any balance hand to the credit of the Customer.
which
it
may have on
15. Should any goods, on accounts assigned by the Customer as aforesaid, be returned to the Company, the said Company shall have the right to take, hold, assign, warehouse, store,
transfer or set over the said returned merchandise in whole or in part, and receive the proceeds of the said returned merchandise, and shall credit the customer with all sums of
sell,
money realized thereon, less the expense of so doing of the Company. 16. The Customer agrees that any account transferred to the Company will have the transfer properly entered in his ledger
stating that this account is the property of 17. The Company or its representatives shall have the
bona fides of all accounts upon which advances have been made to the Customer. 18. The Customer agrees not to procure advances on any accounts from any sources other than the Company during the
privilege of investigating the
172
of the Business to the
continuance of this agreement, and will assign all the accounts Company as soon as the merchandise is
shipped, and furthermore gives to the Company the privilege to examine all the books used in connection with the Cus-
tomer's business at any time that the said

desire.
19.
Company may
This agreement shall be a continuing one, subject to a discontinuance upon notice by either party to the other, the
Customer, however, reserving the right to discontinue this agreement by settling his account with the Company in
full.
are
The foregoing statement, representations and covenants made by the Customer for the express purpose of inducing the Company to enter into this agreement, and to make ad20.
vances to said customers on accounts as hereinbefore set forth.
The waiver in any instance by the Company of any of its rights,

privileges or options hereunder shall not operate as a waiver in any other instance.
21. The within agreement shall be binding on and enure to the benefit of the said parties, their legal representatives and
assigns.
ASSIGNMENT
(iN
CONNECTION WITH THE FOREGOING)
KNOW ALL MEN BY THESE PRESENTS, That for value received, we have bargained, sold, transferred, assigned, and set over and by these presents do bargain, sell, transfer, assign and set
its successors and assigns, the claim and over unto account set forth on the reverse side hereof, and all right, title
,
and
merhave and to hold the said claim or account and any and all merchandise returned or unaccepted thereon, unto said its successors and assigns, for their own use and
,
interest therein, and in and to any and all of the chandise, the sale of which created said account, to
benefit forever.
We hereby constitute and appoint said
our true and
lawful attorney irrevocable in our name or otherwise but to their own use and benefit to sell, transfer, assign, set over, compromise, pledge, discharge and collect the whole or any
part of said claim, or account, and to receive
all
moneys due or
to
173
grow due thereon and to take, hold, transfer, assign, set over, or sell and receive the proceeds of, the whole or any part of said returned merchandise and for said purposes to do all acts and things necessary or proper in the premises, and one or more persons to substitute with like power, hereby ratifying and confirming all that our said attorney or attorneys, or his or their substitute or substitutes shall lawfully do by virtue
hereof.
hereby certify and covenant that the said claim or account is a true and correct statement of a bona fide indebtedness incurred by the debtor therein named, upon the terms
therein stated, now outstanding and owing to the full amount thereof for said merchandise actually sold and delivered and
We
accepted by said debtor; that no payment has been made thereon, and that there are no defenses, offsets or counterclaims thereto; that said merchandise was, at the time of said
sale,
owned by us in our own right and free from any lien or encumbrance, and that said claim or account is free from all
is
encumbrance except such as

this instrument.
held
by
said
under
This assignment
is
made
in furtherance of the existing agree-
ment made between the undersigned and

Dated,
New York,
for
19..
Agreement
Sale of Accounts to Finance
Company
Another Form
AGREEMENT, made
tween
<.
this
day
of
19.
.,
be-
New
a corporation organized under the State of York (hereinafter designated as the Company) and (hereinafter designated as the Customer).
.
the Customer declares himself solvent and desires from the Company advances upon the security of outstanding accounts of the Customer, and to make use of the facilities and the services offered by the Company for the
to obtain
WHEREAS
development of the Customer's business: NOW THEREFORE THIS AGREEMENT WiTNESSETH: 1. The Customer agrees to sell, assign and transfer to the
Company
all
outstanding accounts as the same are created in
174

and by
sales of
the Customer's business from

therein.
2.
merchandise
The Company agrees to advance to the Customer of the net face value of said outstanding accounts centum per approved by it. Said advances so to be made are subject to the following terms and conditions (a) The Customer shall in every instance deliver to the
:
accurate invoices of sales resulting in outstanding accounts, with shipping receipts, and assignments of the accounts upon the form attached to
Company
(b) If the
same are approved by the Company, the Cus-
be entitled to receive advances thereon. accounts which the Company is to make advances upon are to be owned by the Customer solely and absolutely at the time such advancement is requested, and are to be the result of sales of the Customer's own property and not of
tomer
shall
3. All
assigned merchandise. The Customer warrants and guarantees the correctness, accuracy and bona fides of all orders and the
prices thereof,
and the validity and genuineness of all accounts assigned, and hereby guarantees the collections at
maturity of said accounts during the continuance of this agreement. 4. The Customer hereby authorizes and empowers the Company to collect all accounts assigned by the Customer to the Company and to endorse the name of the Customer upon any and all commercial papers received in payments of said accounts and all commercial papers received in payments of said accounts.
The Company is also authorized and empowered to sue and collect in its own name, or in the name of the Customer, any and all accounts against any and all debtors if not paid at maturity. All legal and other expenses incurred by the
5.
for
Company
in
defending
its title to
the account assigned or the
merchandise representing the accounts, shall also be borne by the Customer. 6. Should any debtor by whom an account matured or unmatured is owing, fail, become insolvent, become a judgment debtor or become a party to proceedings in bankruptcy in which adjudication of the Customer as a bankrupt is sought,
175
then the Customer shall upon request, pay to the Company the full amount of such account or accounts, or allow the Company to deduct from any balance which the Company may there-
have on hand, to the credit of the Customer, any and all advances made on said accounts, as herein specified, and the same agreement is hereby made with respect to all accounts which shall not have been paid within days from the day
after
of their maturity.
Should any debtor return or refuse to accept merchandise invoiced to him, the Customer shall at once and as often as the same may occur notify the Company of such facts and it shall be optional with the Company to retain title to the merchandise so returned or not accepted, or to surrender the same to the Customer upon payment therefor; or at the further option of the Company to deduct the amount of the goods returned or not accepted from any balance which the Company may have on hand, or out of any sum which the Company may thereafter have on hand to the credit of the Customer. Should the Company elect to retain title to merchandise so returned or not accepted, the Company may then at its further option, sell the said merchandise at private or public sale upon days' notice to the Customer's account with the proceeds of such
7.
sale.
8.
The Company
or its representatives shall
have the
privi-
lege of investigating the validity of all accounts
upon which
advances have been made, and may at all reasonable times examine the books of accounts of the Customer for that
purpose.
9.
settlement with debtors where the

dispute, or
The Company shall have the right to make compromise or amount of the invoice is in
where claims for allowances on discounts or returned goods is made, or where any debtor has failed to make payments when due; but before consummating same the Company shall notify the Customer who shall thereupon be entitled to make a reassignment of such account upon payment of the
amount thereof to the Company. 10. The Company shall be entitled to charge interest at the rate of 6% per annum on money advanced by it to the Customer, computed from the time of such advancement to
176
the time of the actual collection of said accounts, including any and all additional time which shall be required by Banks
in
collecting
remittance and making returns to the
Com-
pany.
11 The term of credit upon which sales shall be made by the Customer to customers shall not exceed days. 12. The Company agrees to keep true and correct records of the accounts assigned and delivered to the Company, by the Customer, and true and correct records of the amount owing on
.
by each debtor, the respective dates of maturity, and the amount paid thereon by said debtor. The Customer shall be entitled to receive information from these records upon
said accounts
request.
13.
The Company agrees to lend its best efforts to
the collec-
tion of all accounts assigned to it by the Customer, and render to all such debtors proper bills and statements from time to
time,
14.
when necessary and advisable. The Company agrees to investigate when necessary
the
standing and general credit of debtors and upon request to furnish to Customer confidentially all information concerning said debtors as the Company may have and the Customer may request. 15. The Company agrees to advise the Customer whenever requested, regarding the conduct and policy of the Customer's
business.
16.
the
Company
In consideration of the said services to be rendered by to the Customer, and of the obligations by it
herein assumed, the Customer agrees to pay to the Company a commission of per annum on the aggregate in the amount
of the face value of the accounts assigned to and accepted by the Company. This rate of commission is made upon the express
representation of the Customer that the face value of the accounts to be assigned hereunder will aggregate dollars per annum, and it is agreed that the Company shall have the option to receive from the Customer, and the Customer
pay to the Company commission at the rate above dollars during specified, upon the said amount of each year that this agreement shall be in force, and proportionate amount thereof during each fraction of a year that this
agrees to
agreement
shall
177
be in
force.
retain said commission
from any and
The Company may at its option, all moneys of the Cus-
tomer in its hands. 17. Should any remittances on any accounts on which advances have been made by the Company to the Customer reach the Customer, the Customer shall hold the same in trust for the Company, and shall immediately turn over to the Company the
identical remittance or remittances.
18.
The terms
,
of this
agreement
of
. .
shall
. .
be from the
...
day
of
day from year to year unless days prior to the expiration of any given year, notice in writing of election to discontinue shall be given by the Customer to the Company. The Company shall have the right to termin.
.
19
to the
19
Thereafter this
agreement
shall continue
ate
this
agreement any time upon
days' notice in
writing.
In the event of any misrepresentation by the Customer concerning any accounts assigned by the Customer to the Company or concerning any matter pertaining to this agreement or in the event of any violation by the Customer of any of the provisions of this agreement, the said agreement may be at once terminated by the Company without notice.
19.
20.
This agreement shall be construed according to the laws
of the State of
Agreement between Banker and Merchant for Advances against Assigned Accounts Assignment of Accounts
AGREEMENT made
hereinafter called the
after called the
between
"Banker" and
herein-
"
Assignor."
:
The parties hereto mutually covenant and agree as follows 1. The Assignor agrees to assign and transfer to the Banker
during the continuance of this agreement all outstanding accounts as may be created in the Assignor's business. The
Banker agrees to procure funds and to advance to the Assignor per cent, of the face value of such accounts as may be accepted and approved by the Banker, less all discounts, provided the Assignor shall in each instance deliver to the Banker
178
accurate, original

and duplicate invoices
of the sales creating
such outstanding accounts with the original Bills of Lading, shipping or express receipts or other evidence of shipment or delivery, and also an assignment of the account upon the form
attached hereto.
The Banker
shall
have....
days
after the receipt of said assigned accounts and original Bills of Lading, shipping or express receipts, within which to accept and
approve such accounts and advance the funds thereon. 2. The Banker shall have the right to notify the debtors that said accounts have been transferred and are payable to the Banker and should any moneys on any account upon which advances have been made by the Banker be collected by the Assignor in whole or in part, the Assignor shall hold
immediately turn over to the Banker the identical original remittance or rethe
in trust for the
same
Banker and
shall
mittances.
3.
The Assignor
agrees to
pay
cent, per
annum on moneys advanced by

of such
interest at the rate of six per the Banker to be
computed from the time
advance to the time
of the
actual repayment to the Banker. 4. In the event that any account be not paid to the Banker within days after maturity, or, in the event that
any debtor shall become insolvent, or make a general assignment or transfer of property, or should judgment be taken, or
proceedings in bankruptcy be instituted against such debtor, then, the Assignor, upon demand of the Banker, shall pay to the Banker in cash or allow the Banker, if it so elects, to deduct
from any balance which
it
may then or thereafter have on hand
made on such acwith the counts, together charges, expenses, interest and commission of the Banker as herein provided; or the Banker may at " its option, transfer such account to an Overdue Collateral Account," and all moneys thereafter collected thereon shall be
to the credit of the Assignor, all advances
credited to the Assignor, and the to such accounts by new assigned Assignor agrees replace accounts satisfactory to the Banker and such new accounts
retained
by the Banker and
shall
be held by the Banker in the place of and as security for
the advances heretofore

5.
made on the original accounts.

any debtor may return
The title
to all merchandise which
or refuse to accept
is
179
Should the Assignor have any merchandise returned to him, or not accepted, on any account assigned to the Banker, or should information be received by the Assignor of such return or non-acceptance, the
in the
Banker.
Assignor shall immediately give notice to the Banker and the Banker shall thereupon have the option either to retain its title to the merchandise so returned or not accepted or to surrender the same to the Assignor upon receiving payment therefor in cash, or at the further option of the Banker to deduct the value
of the goods returned or not accepted from any balance which the Banker may then or thereafter have on hand to the credit of
the Assignor.
shall have the right to collect and receive all to moneys; give receipt therefor; to sue for or collect said accounts in its own name or in the name of the Assignor or other6.
The Banker
liability for negligence for itself or any in the manner of agent collecting or handling any accounts. All and any expense incurred in the collection of accounts, to-
wise,
but without any
gether with the attorneys' fees and exchange on checks are to be charged to and paid by the Assignor.
7.
The Banker
shall
have the right to compromise or
settle
with debtors where the amount of the invoices is in dispute or where claims for allowances may be made or where any debtor has failed to make payment when due; but before consummating the same, the
Banker
shall notify the Assignor,
who
shall
thereupon be entitled to take a re-assignment of such account upon payment of the amount thereof to the Banker.
The Banker agrees to keep true and accurate records of 8. the accounts assigned and true and correct records of the amounts owing on said accounts, the respective dates of maturity and the amounts paid thereon by the debtor and the
Assignor shall be entitled to receive information from these records on request. The Banker further agrees to use its best
endeavors to collect said accounts and to render to debtors proper bills and statements from time to time as may be necessary or advisable; to investigate into the financial standing and credit of the debtors and to furnish the Assignor, when requested, such confidential information as it may have, and the Banker further agrees to advise the Assignor whenever
180
requested, regarding the conduct and policy of the Assignor's business.

to
In consideration of the said services, the Assignor agrees per cent, on the aggregate in pay to the Banker amount of the face value of all accounts assigned to and ac9.
cepted by the Banker, but the Banker may, at its option, retain said commissions from any and all moneys of the Assignor in its hands. 10. The Banker shall have the right at any time during
business hours to examine the books of account of the Assignor.
11. The Assignor agrees not to procure advances on any accounts from any source other than the Banker during the
continuance of this agreement. The Assignor hereby guarantees the correctness and good faith of all accounts assigned
and the payment of same. 12. The Banker agrees to remit to the Assignor all sums received by him on the collection of the aforesaid accounts after deducting all advances made thereon by the Banker together with the interest, commission, advances and charges as herein
provided. 13. In the event of any misrepresentation of the Assignor as to any account assigned by the Assignor to the Banker in matters pertaining to this agreement, or in the event of any
violation
ment
by the Assignor of any of the provisions of this agreeor in case of failure or insolvency on the part of the Assignor, this agreement may be at once terminated by the
Banker without notice and any and all claims against the Assignor by the Banker, shall, at the option of the Banker, immediately become due and payable.
agreed that if this account be discontinued for any the Banker shall have the right to collect all moneys reason,
14.
It is
advanced, plus commission, interest, charges and expenses before paying the Assignor any equities. 15. The Banker shall have a general Banker's Lien on all moneys, property or other collateral in its possession, for any
and
all
indebtedness which
may
exist
under
this agreement.
in this agreement refers to the customers of the Assignor mentioned in the assigned accounts.
16.
The word "debtor"
The term
of this
agreement
shall
be from the
day
of
181
of
,
19
.
to the
day
Thereafter this agreement shall continue from year to year, unless written notice of election to discontinue shall be given sixty days prior to the expiration of
19
.
any
year, by either party to the other. This contract shall be construed according to the law of the
State of
ASSIGNMENT
(iN
CONNECTION WITH THE FOREGOING)
For value received, we do hereby sell, assign, transfer and set over to the Banker, his successors and assigns, the claims and account set forth on the reverse side hereof, and all our right, title and interest therein and to any and all of the merchandise therein described, and any and all the merchandise returned or unaccepted thereon. We do hereby covenant and guarantee that the said claim and account is a true and correct statement of an actual indebtedness incurred by the debtor therein named, upon the terms therein stated now outstanding and owing to the full amount thereof for merchandise actually sold and delivered to and accepted by said debtor; that no payments have been made on said account, that there are no defenses, counterclaims or offsets thereto; that the merchandise was at the time of the said sale owned by the undersigned, free from any lien or encumbrance, and that said claim and account is free from any lien or encumbrance except such as is held by the Banker pursuant to this instrument. We hereby constitute and appoint said Banker, our true and lawful attorney irrevocable, in our name or otherwise but to his own use and benefit, to sell, assign, transfer, set over, compromise, pledge, discharge and collect the whole or any part of the said claim or account and the whole or any part of any merchandise that may be returned or unaccepted, and to receipt for and endorse in the name of the undersigned, any and all checks or remittances that may be made on account thereof, and for the said purposes to do all things necessary or advisable in the premises with full power of substitution, hereby ratifying and confirming all that the Banker or his substitute shall lawfully do hereunder.
Dated,
19..
182
Factors'
Agreements
Williston
Sections 484, 446n., 655, 720n.;
See also:
New York Personal Property Law,

v.
Section 45.
American Woolen Company, 231 U. S. 522, 34 Ludvigh Sup. Ct. Rep. 161; Collier on Bankruptcy, 12th Ed., pp. 1069 and 1149. Spain v. Talcott, 165 App. Div. 815, 152 N. Y. Supp.
611.
between hereinafter referred to as the Factor, and hereinafter referred to as the Principal, and
hereinafter referred to as the Managers, WITNESSETH WHEREAS the Factor is willing to act as factor for the Princi:
AGREEMENT made
provided the business conducted by the Principal is conducted under the terms and conditions hereinafter set forth, and is willing generally to assist in the conduct and management
pal,
of said business
and
is
WHEREAS
ness
the Principal
to conduct a general
busi-
taking goods on consignment

selling said consigned
and
goods and
;
WHEREAS each and every one of the managers are to conduct

the business of the Principal, Now, in consideration of the mutual covenants herein contained,
1. it is
agreed
The Principal hereby The
constitutes
and appoints the Factor and consign

to
its sole factor.
2.
Principal agrees that

all
it
shall deliver
goods and merchandise purchased by the Principal or consigned to it for sale. All said goods and merchandise shall be and become the property of the Factor to secure all
the Factor
present and future advances, charges and commissions, and the Factor shall have title thereto, until actual delivery to cus-
tomers on sales approved by the Factor, and shall have and maintain upon all such merchandise and goods and the accounts receivable growing out of the. sale thereof, or the proceeds
thereof, a general lien to secure its advances,
183
charges and
commissions.
3. The said goods and merchandise shall be in the possession and custody of a representative of the Factor located in said premises, and said custody and possession shall be solely on behalf of the Factor, and no goods or merchandise shall be removed without the express consent of the Factor, and the
and empowered and
Factor shall appoint a representative who shall be authorized shall deliver merchandise to customers at
such prices as the Principal may sell them, when sales are made in accordance with this contract. 4. The Factor shall have no responsibility for the prices obtained for goods and merchandise and shall be required only to account for the merchandise upon the basis of the prices obtained
5.
by the Principal. The Factor, when
it
shall
have approved
in writing the
credit of purchasers, terms and conditions of sale, shall assume all credit risks and responsibility attached thereto in accord-
ance with the terms of this agreement, that is, the Factor guarantees the solvency of and payment by such customers for goods purchased by such customers and accepted by them, but
if
such customers refuse or
fail to
pay on the ground that de-
liveries are not in accordance with contract, no responsibility shall be assumed by the Factor, and the Factor shall be entitled
to charge the account of the Principal with the
amount
of said
account, without any

6.
liability under
this guarantee.
All expenses incurred in connection with the business of the Principal shall be chargeable to and be borne and be paid by
the Principal, except that the expense of supervising and determining credits and the collection of accounts shall be borne and
paid by the Factor. All insurance upon said goods shall be in the name of the Factor and in companies approved by it, the
way be
Factor, the solvency of which companies, however, it shall in no responsible for and the premiums may be paid by the Factor and charged to the Principal, or shall be paid by the
Principal direct.
7.
Immediately upon the
sale of
any merchandise by the
Principal, the account receivable therefor shall become the property of the Factor and all such accounts receivable are
184
hereby assigned and transferred to the Factor. All such merchandise shall be billed and invoiced upon forms of bill or invoice, satisfactory to the Factor,
manded by
of
it,
the said
,"
and unless otherwise deand invoices shall read, " Bought and shall bear the words "This bill is
bills
signed, assigned and payable to and the said signature of the Principal on said invoice or bill, whether printed, stamped or written, shall be deemed a valid
and binding signature of the Principal, and the said endorsement thereof to the Factor, in addition to the assignment shall
operate as a valid assignment of said account contained in this agreement. The Principal will also execute any form of further
assignment which the Factor may request. With the express consent of the Factor in any particular case, the Principal may to customers sell and deliver merchandise direct from approved by the Factor, in accordance with paragraph "5" hereof, but in every such event the Principal will forward bills
and invoices as aforementioned; and it is agreed that all accounts with said customers come within the terms of the within agreements and are assigned to the Factor by virtue of this
instrument.
8.
The
Principal agrees, at all times to keep, save, hold,
defend and indemnify the Factor against all actions, proceedings, claims, demands, losses, outlays, damage or expenses, including legal fees, which the Factor may in any
wise incur in defending or prosecuting, settling or discontinuing any proceedings or actions or claims in consequence of or
arising in any way out of merchandise losses or claims whether for breach of contract, failure to deliver merchandise, rejection
of merchandise for
any reason whatsoever, damage, destruc-
tion or loss of merchandise, partially or totally, breach of warranty, express or implied, or claim arising out of purchases,
sales, transportation, collections
on insurance, care or custody merchandise bought by the Principal from the time that the said merchandise was ordered until the same is finally paid for by a purchaser approved under the terms of this contract.
of said
The Principal
from any
loss or liability resulting
agrees to indemnify and hold harmless the Factor from any acts or omissions
of the Principal or of its
employees in connection with the said
goods, or the sales thereof,
shall in
185
and the Principal agrees that the liable no be for any injury, damage to or loss Factor way of any goods or merchandise in its possession, whatsoever may be the cause of such injury, damage or loss. The Principal shall have no authority to make any pur9. chase, order or contract for the purchase of any goods or merchandise on behalf of the Factor, or to pledge the credit of the Factor for any purpose whatsoever, and shall have no authority
to
10.
make any sale, or contract for sale, in the name of the Factor. The salary of the representative of the factor, referred
"
shall
be chargeable to and borne by and paid by the Principal, except that the Factor agrees to pay the salary of the said representative to the extent of the portion of the said representative's time used in supervising credits and
to in Paragraph "3,
be responsible for any acts or omissions of the said person so designated, except as concerns
collections.
The Factor
shall not
credits
11.
and
collections.
Principal shall, at all times, maintain full and combooks of account at or at such other place in plete which such business is conducted, and such books of account
,
The
and complete records of all sales, purchases and transactions of any and every nature had by the Principal in its business, and said books shall at all times be open to the inspection and examination of the Factor, its representative designated as provided herein, its officers and any other representative whom it may authorize to inspect and examine said books, with full power to make transcripts of the whole or any part thereof, and the Principal shall, as often as it shall be required to do so by the Factor, render full and complete records and reports of all acts and transactions had by it. 12. That an account current shall be rendered monthly by the Factor to the Principal on or before the day of
shall contain full
each month, or as soon thereafter as said account can be made out, which account shall set forth the transactions during the preceding month, and in such account current interest shall be
per cent, per annum. charged pro and con at the rate of On said account, the Principal shall be credited with the
amount
of all sales
as provided for in paragraph
which have been approved by the Principal, "5" of this agreement, where the
186
merchandise so sold has been accepted by the customer and such sums shall be credited as of the average due date with interest days which charged up to such average due date plus the parties agree shall constitute the average time lost in collections. Any accounts or claims which are not paid by customers because of anything other than the insolvency or impairment of credit of said customers shall be charged to the account of the Principal on the last day of the month during which said customers have refused to pay, with interest from
the date of said charge.
13.
The Factor
shall receive, as compensation, for the ser-
vices rendered under the terms of this agreement, made to the Principal, an amount equal to
and advances
per cent.
on the net amount of all sales made by the Principal, and on all moneys collected from insurance companies on policies covering
goods or merchandise purchased by or consigned to the Principal, such compensation to be charged on the account sales monthly. It is agreed that the Principal shall enter into no transactions of any kind which shall not be subject to the terms of this agreement. The Factor shall also receive as additional compensation a sum of money to be determined as follows:
per cent, of the earnings made by the Principal shall be paid to the Factor as such compensation, such earnings of the Principal to be computed by deducting from the gross
earnings the necessary expenses for the carrying on of the business. Interest on capital shall be deducted as such expense; as a further expense, the salaries of the Managers shall be fixed
as follows, and shall not be raised without the consent in writing of the Factor.
In determining gross earnings, an inventory is to be taken months, commencing with the every In valuing merchandise, the cost or market value is to be taken whichever is the lower at the date of inventory. Fixtures
,
shall
be valued at cost
per annum.
as
a depreciation of The compensation of the Factor

less
per cent.
shall
be charged
of the Principal, for all purposes, except the determination of the compensation itself, which shall be com-
an expense
puted on the earnings determined as just indicated prior to and

not subject to the payment
of,
or charges for
any State
or
COMMERCIAL* CONTRACTS
187
Federal tax which the Principal may be liable to pay. That per cent. part of the compensation determined by the of the net earnings, as aforesaid, shall be payable to the Factor
,
it
. .
being agreed, however, that commencing with the the annual profits shall be the basis of compen. .
shown in any one year, a payment having been made during the first half on a statement
sation and should there be a loss
showing a profit for such first half, an adjustment is to be made between the parties; it being understood and agreed, however, that in no event is the Factor to be held accountable for any losses, the Factor merely being liable to repay to the Principal any profits made during the first half of a given year and paid on account of the annual profits which did not materialize. The Factor and Principal agree that the Factor may, subsegive the Principal notice that instead quent to , of receiving the compensation based upon per cent, of the earnings of the Principal, as just specified, the Factor shall
. .
per cent, of the earnper cent, to be added to the aforementioned compensation of per cent., upon the same terms and conditions and to be charged in all respects in
receive in lieu
of said
and stead
ings a compensation of
the
same manner as
said
per cent.;
it
being the in-
tention of the parties that if the Principal exercises this option, that then said per cent, shall read per cent. in the first sentence of this paragraph, and that portion of this
paragraph commencing with the words "the Factor shall also receive as additional compensation" and ending with the words "on account of the annual profits which did not materialize" shall no longer be in operation and effect between the parties. It is understood, however, that the Factor shall be entitled to all rights under this paragraph as it now exists, which shall have accrued prior to date on which change becomes effective.
from time to time, whenever requested by the Principal so to do, lend to the Principal sums of money, which sums, however, shall not exceed per cent., of the value of the merchandise at cost or market value, whichever is lower, and consigned under the terms of this agreement to the Factor and actually in the possession of the Factor.
14.
The Factor
shall,
188
all
Principal will, whenever required by the Factor, inventory such merchandise, at cost or market value, whichever is lower at the time of such inventory, and if, at any time, the value of such merchandise as so found shall be such that the total advances on the account current, together with the
charges, compensation
The
and
interest
due from the Principal to
per cent, of said value of the merchandise as so ascertained, the Principal will, upon days' notice, either pay to the Factor a sum sufficient
the Factor shall exceed the said
to reduce the said indebtedness to within the said
cent., or consign
per
and
deliver additional merchandise to the
Factor sufficient to bring the indebtedness upon the account

in so doing, the Factor
current within said limit, and upon the default of the Principal may, at its option, terminate this agreeforthwith.
15.
ment
from time to time, when Principal, take consignment of goods and and that it will make advances on merchandise from the same in sums not to exceed per cent, of the value of all such merchandise which may be consigned to it, the value of such merchandise to be determined by the cost or market value thereof, whichever is lower, and said merchandise to be inventoried whenever requested by the Factor. The Principal agrees that it will perform all such agreements entered into between the Factor and said including among others any agreement to sell, and that no liability of any kind will
The Factor requested by the
agrees that
it will,
attach to the Factor arising out of the consignment of said which will not promptly be met by the Pringoods by
,
Principal agrees to keep, save, hold, defend and indemnify the Factor against all actions, proceedings, claims, demands, losses, outlays, costs, damages or expenses including
cipal.
The
legal fees
which the Factor may,
in
any wise,
incur, in defending
or prosecuting, settling or discontinuing any proceedings or actions or claims or otherwise in consequence of the consignment
of said goods
by any
and the
sale of
such merchandise.
Principal further agrees to repay all advances made on said goods by any mills and the sale of such merchandise. The
The
Principal further agrees to repay all advances made on said consigned goods, and further agrees that said consigned goods
189
shall be treated as goods purchased by the Principal under the terms of this agreement, in so far as the rights of the Factor are concerned, and that the Factor shall be entitled to the same
compensation for the handling of such goods as provided for " in paragraph "13, and that the Principal shall be liable for all merchandise losses in relation to said goods, as provided for in the event of purchased goods under the terms of this agreement, and that the
in the
liability of the Principal, in so far as said
goods are concerned, shall be the same as its liability hereunder event said goods have been purchased by it. That the sales of such goods shall also be subject to all the provisions of
agreement, and that accountings shall be made for the same at the same times and upon the same terms and conditions
this
as hereinbefore provided for goods purchased by the Principal or sold by it. It is agreed that as between the parties hereto,
the Factor assumes no greater liability as to goods consigned to it by pursuant to this agreement, than the liability
,
assumed under the terms of this agreement, if the said goods had been purchased by the Principal, directly. Upon the
sale of
such goods, providing sales are

of
this
with the terms
contract, the
made in accordance Factor assumes the
liability for credit risks assumed by it upon the sale of goods purchased by the Principal and sold under the terms of this agreement. 16. The Factor shall have possession of the premises, or of any other premises used in connection with the business of the Principal, the lease for such premises being in the name of the Factor, and the rent, however, to be paid by or chargeable to the Principal, which shall have use of the premises necessary for the conduct of its business, except such part as is used by
the representative of the Factor, the Principal agreeing to indemnify and hold harmless the Factor from any and all liability arising
out of said lease; the Principal further agreeing to promptly comply with all the terms of the same, and agreeing to be liable for all expenses incurred in or about said premises of
any and every nature whatsoever arising out of the occupancy of the same by the parties. The Factor shall at all times be entitled to and shall have exclusive possession of the premises aforementioned, and shall, at all tunes, have title to and exclu-
190

name,
sive right to possession of all property therein of every
nature and description. The Principal agrees not to do or permit to be done any act which shall in any way impair or affect the title or right to possession of the Factor in and to said
property, and agrees that the Factor shall be entitled to
indicia of title to all such property.
all
All accounts, remittances, checks, bills receivable and other choses in action of every nature representing the proceeds of sales of goods or the purchase price thereof, or otherwise, shall be the property of the
The Principal agrees to indemnify and hold harmless the Factor against any liability for sales or for any claims against either the Principal or the Factor in connection with
Factor.
the conduct of said business, and the Factor shall, at
all
times,
have a general lien therefor upon any and all proceeds of sale in any and all accounts, notes, drafts, bills receivable or evidence of indebtedness arising from any sales, and upon any amounts for which the Principal may be entitled to credit. The Factor shall have a general lien upon all the property of the Principal wheresoever situated of every name, nature and description for the full and faithful performance of all the
terms of this agreement, including the repayment of loans, compensation, advances, charges of every kind, interest and indemnity of every nature provided for herein. The rights of the Factor hereunder and its lien shall not be affected by any
devolution or transfer of the rights or interests of the Principal,
whether the same be voluntary or by act of law. The Principal agrees to do all acts consistent with the protection of the Factor in its lien under the laws of the Municipal, State and Federal authorities, and agrees that it will do no act inconsistent with such lien, and that it will not suffer nor permit the doing of any act inconsistent with said lien, nor will it omit to
take
that
all
steps necessary to protect said lien.
[It
further agrees
specifically comply with all the provisions of Section 45 of the Personal Property Law of the State of New York, in
it will
protecting the lien of the Factor.] The Principal agrees that in the event that it may purchase any goods which shall be held
by the
seller thereof after

it
the
payment
of the
same has been

payments, been con-
made, will, prior to or simultaneous with said notify such seller in writing that the goods have
191
signed to and are the property of the Factor. The Principal agrees that in the event of the purchase of any goods by it and the delivery to any bailee of such goods, that it will, prior to or
simultaneous with the delivery of such goods to such bailee, notify said bailee in writing that said goods are the property of and subject to the order of the Factor, with the exception, however, that such notice may be dispensed with where such
merely having custody of the goods for transportation purposes only. 17. The premises occupied by the Principal for the conduct of their business shall have a sign thereon in accordance with [Section 45 of the Personal Property Law of the State of New York,] bearing the name of the party of the Factor in accordance therewith. No sign shall be placed upon said premises without the approval of the Factor and no stationery shall be used in connection with sales, purchases and delivery of merchandise without first securing in writing the approval of the Factor as to the form and contents thereof. 18. The Principal shall deposit with the Factor, as security for the faithful performance of all the terms of this agreement, Dollars in cash, or its equivalent in accounts receivbailee
is
common
carrier
able approved as to credit by the Factor, or its equivalent in merchandise valued at cost or market price whichever is lower at the date of transfer to the Factor.
19.
The Managers agree
individually
and as stockholders
a trustee
satis-
of the Principal that they will deposit with
factory to the Factor all the common stock of the Principal and that none of said stock shall be transferred to any one not
a party to this agreement without the consent of the Factor and they further agree, together with the Principal that they will determine the sum which shall be per cent, of the net profits earned by the Principal in each and every year during the duration of this contract, and distributable as dividends to the stockholders of the Principal, and that a sum equivalent to said per cent, of the net profits earned by the Principal shall be deposited by the Principal and/or the Managers with the Factor as additional security for the faithful per-
formance of
the terms of this agreement, but the Principal and Managers shall not be required to deposit as such
all
192
additional security accumulated profits in excess of Dollars.

20.
will
The
Principal
and Managers agree that the Managers
devote their whole time and attention to the conduct of
the business of the Principal, and this agreement is made upon the understanding that the Managers shall give their whole
this
time and attention to the business of the Principal, and that agreement is therefore a personal one in so far as the parties
of the Principal and Managers are concerned, and is not transferrable or assignable in whole or in part and that should
any
of the
Managers discontinue
his services for the Principal,
then at the option of the Factor, this agreement

nated.
21. It is
its
may
be termior assign
agreed that the Factor

this
may
transfer
and under or partnership in which

rights in
factor.
22.
agreement to any corporation shall be the chief financial
In the event of the death or permanent incapacity of either the Factor or the Principal may terminate
parties.
this
agreement by giving notice in writing to the other
The Factor
shall give notice in writing to the other parties at

, ,
the place of business, other place of business used

ipal
or such
by the
Principal,
and the Princ,
and Managers
shall give notice to the
Factor at
or such other place of business which it may occupy months after the giving of such notice, this agreement shall be
terminated and the Factor shall be paid. 23. Upon the expiration or sooner termination of this agreement, in the event that the Principal shall not have paid the
Factor
all
indebtedness incurred hereunder, the Factor shall
have the right, without further notice, to sell any or all the merchandise and all the securities of every kind, held by it under the terms of this agreement at such prices and upon such credit terms as it may deem proper and to apply the net proceeds thereof, after deducting the costs of such sale and its commissions and charges therefor as fixed in this agreement for ordinary sales to the reduction of said indebtedness and the Principal shall remain liable for any deficiency. The remedy herein conferred is not exclusive and the Factor may resort in
addition to
193
any and all remedies which may be open to it under the laws and statutes of the State or Federal authorities.
24. It is agreed that
this
upon the insolvency
of the Principal,
agreement
shall terminate at the option of the
Factor and
that the Factor shall be entitled thereupon to all moneys due it under the terms of this agreement and shall be further entitled
to forthwith collect such
ferred to
it
moneys out
of the merchandise trans-
as security under the terms of this agreement. 25. In the event of any dispute arising under this contract,
any dispute arising as to the construction of this contract, it is agreed by all the parties hereto that the chairman of the Board of Arbitration of the Chamber of Commerce shall designate and appoint three arbitrators whose decision and judgment shall be final and binding upon the and parties hereto. This agreement shall begin as of and thereafter shall shall continue to and including be deemed renewed and continued from year to year upon the same terms unless any of the parties shall, at least months before the termination of this agreement, or any re,
or in the event of
newal thereof, give notice in writing to the other party that it desires to terminate this agreement at the expiration of such agreement or renewal thereof. Upon the final termination of this agreement or any such renewal, the Principal agrees to pay to the Factor the additional compensation of per cent. on the value of the merchandise, said value to be determined " No commission shall be charged on as in paragraph "13.
contracts of sale
on which no outlay has been incurred by the
Factor.
26.
ions hereof in
shall
waiver of any breach of any of the terms or provisany instance on the part of the Factor hereof,
be deemed a waiver for said instance alone and for no All notices required hereunder shall be given as the other. notices provided for in Paragraph "22."
194
Factor's
Agreement
the
,
Another Form
AGREEMENT
and
and
,
made
day
of
between
"
Factors,
hereinafter
called
the
"

is
"Customer," WITNESSETH:
,
engaged in the business of buyand has requested the ing, selling Factors to act as the Customer's Factors and commission merchants on the terms hereinafter set forth, and the Factors have consented to do so.
WHEREAS, the Customer

and dealing
in
Now, THEREFORE, in consideration of the premises, and of the mutual covenants hereinafter contained, the parties hereto hereby agree as follows
:
1.
The Customer hereby appoints the Factors the
sole
factors
and commission merchants of the Customer. Customer agrees that its business shall be conducted
The
solely
upon the premises now occupied by
it
at
or at such other place or places as may from time to time be mutually agreed upon. Said premises shall be deemed to be
the premises of both the Customer and of the Factors and shall be under the control and supervision of the Factors. sign
be placed and maintained at all times during the term of this agreement conspicuously at the entrance to said premises, on which the following shall be printed in legible English:
shall
The
rent
and
all
other expenses of
maintaining said premises shall be paid by the Customer. 2. The Customer agrees to consign to the Factors at the
aforesaid premises, free of all charges, all merchandise now owned, or hereafter manufactured, purchased or otherwise
acquired by the Customer during the term of this agreement. Said merchandise shall remain upon said premises until sold, as
hereinafter set forth, and shall be deemed to be in the possession of the Factors, and the Factors shall have, and are hereby granted a general lien thereon and on the proceeds thereof
when
terest,
sold,
as
security for all
advances,
commissions,
in-
expenses,
outlays
and other charges provided
for
herein.
3.
All merchandise shall be sold
by the Customer but under
195
first
the supervision of the Factors in all respects and only upon obtaining the consent and approval of the Factors to each
sale thereof,
and every
consent for
and the Factors may withhold

or without cause.
their
any cause they deem proper
The
persons, firms
Factors agree to investigate the financial responsibility of and corporations to whom the Customer con-
templates selling merchandise and to furnish information and advice to the Customer, at the Customer's request, concerning the credit and financial responsibility of such persons, firms
The cost of employing clerks to investigate by the Factors. 4. Immediately upon the sale and delivery of any merchandise by the Customer the account receivable resulting from such sale shall be deemed to be assigned to the Factors without
and corporations.
credits shall be borne
further act, but the Customer shall, nevertheless, execute and deliver a further assignment thereof to the Factors in form approved by the Factors. The Customer shall deliver to the
an invoice
purchaser of such merchandise together with the merchandise in form approved by the Factors stating that the
account receivable resulting from the sale of such merchandise has been assigned to and is payable to the Factors and all bills and statements sent to the purchaser of such merchandise shall contain a statement to the same effect. 5. The Factors agree to advance to the Customer such sums of money as the Customer may from time to time request, provided that the aggregate of all outstanding advances and
other debits herein provided for does not exceed per cent, of the inventory value (as hereinafter defined) of mer-
chandise of the Customer then at the premises hereinbefore mentioned and subject to the lien of the Factors, plus
per cent, of the net face value of accounts receivable approved by and assigned to the Factors and then outstanding, and pro-
vided also that the aggregate of such advances and other debits secured by merchandise does not exceed the sum of and that the aggregate of such ad$
vances secured both by merchandise and by accounts receivThe inventory able shall not exceed $ value of said merchandise shall be the net cost thereof to the Customer, except that on the first days of .... and .... of each
196
year an inventory shall be taken of all merchandise of the Customer, in the taking of which inventory the Factors may
participate
they so desire, and at each and every inventory cent, of the original net cost price of said merper chandise shall be written off the inventory value thereof.
if
6.
The sums
received in
payment
for
merchandise
shall
belong solely to the Factors, and if the Customer receives payment of same it shall hold the identical checks, money or other
payment received in trust for the Factors and forthwith The Factors are hereby deliver the same to the Factors. authorized to endorse the Customer's name on any checks or
form
of
other negotiable instruments they may receive which are payable to the Customer. Upon receiving payment of any accounts
receivable the Factors shall credit the Customer's account with
payment so received, which amount shall be Customer as of ten days after receipt of such payment, said ten days being added to cover delays in the collection of checks. The Factors do not in any event guarthe
amount
of the
credited to the
antee the payment or collectibility of any accounts receivable, and if any account receivable is not paid when same becomes
due or if the debtor owing such account becomes insolvent or makes an assignment for the benefit of creditors or if a petition in bankruptcy is filed by or against such debtor, the face amount of such account receivable, together with interest thereon, shall forthwith be paid to the Factors by the Cus-
tomer.
Upon
receipt of such
payment from the Customer, the
Factors shall reassign said account receivable to the Customer, but until such payment by the Customer said account receivable shall be retained
by the Factors and
the Factors shall have
the right to bring suit thereon, either in their name or in the name of the Customer, or take such other steps for the collection thereof as they
may deem proper and may
settle
same
for
such amount and upon such terms as they deem advisable, whether such account receivable is disputed or undisputed, and
the cost of bringing suit or taking other steps for the collection of such account, including attorneys' fees, shall be charged to the Customer. The Factors agree to use their best efforts to
collect
requested
such accounts and also agree to use their best efforts, if by the Customer, to collect accounts reassigned to the
197
Customer, but all at the cost and expense of the Customer. All merchandise returned by the purchasers thereof shall in any event immediately be redelivered to the Factors at the premises hereinabove mentioned and shall forthwith become subject to
the lien of the Factors hereinbefore described.
For their services hereunder the Factors shall receive from the Customer a commission of .... per cent, of the purchase price of all merchandise sold by the Customer during the period of this agreement and shall receive the same commission on sums paid on insurance covering any of the merchandise of
7.
receive interest payable per cent, per annum on the amount of the debit balance against the Customer as ascershall
the Customer.
The Factors
of
monthly at the rate

tained in the
interest shall
on the month.
first
If,
manner provided in Paragraph 8 hereof. Said be actually paid by the Customer to the Factors day of each and every month for the preceding
for any reason, such interest is not then paid by the the amount thereof shall be deemed to be a new adCustomer, vance by the Factors to the Customer and shall be charged to
the Customer's account as such.

8. For the purpose of determining the amount which may from tune to time be due from either party to the other, the Factors shall keep two accounts for the Customer, one to be known as the "Credit Account," and the other to be known as " the Debit Account." In the Credit Account there shall be
(a) all sums received by the Factors in payment of accounts receivable resulting from the sale of the Customer's merchandise, and (b) any sums of money which the Customer may pay or cause to be paid to the Factors to be credited to the Customer's account. In the debit account there shall be entered the full face amount of
entered
the Factors to the Customer, (b) Commissions to which the Factors are entitled, (c) Interest to which the Factors are entitled,
(a)
All advances
made by
(d)
Charges and expenses which the Customer
is
pay
to the Factors,
and outlays made by the Factors
obligated to for the
Customer's account.
(e) All other sums which the Customer may owe to the Factors either pursuant to the terms of this contract or other-
198
wise.
The Factors
if
shall at least
once in
six
months or more
the Factors shall so desire, but not oftener than once in each month, render to the Customer a copy of the
frequently
Customer's account as the same stands on the books of the Factors as of the close of business on the last day of the preceding month. Each of said accounts so rendered by the Factors
become an account stated between the not parties hereto, objected to in writing by the Customer within fifteen days of the rendition thereof. Whenever the Customer's account shall show a credit balance in favor of the Customer, the amount of such balance shall be paid by the Factors to the Customer on the fifteenth of the next ensuing
to the
shall
if
Customer
month,
if
the Customer shall so demand.
Whenever the Cus-
tomer's account shall show a debit balance of more than
per cent, of the inventory value of the merchandise subject to the Factors' lien, plus per cent, of outstanding assigned accounts or more than $ on the security of
merchandise or more than $ in the aggregate the excess shall be paid by the Customer to the Factors on
demand.
9.
The Customer agrees
policies also to procure floating insurance covering merchandise while in transit to purchasers thereof or from
insurance on companies satisfactory to the Factors and to deliver the

ler
to procure burglary, fire and sprinkall of its merchandise for the benefit of and in
to the Factors
and
purchasers thereof in case of merchandise rejected or returned by such purchasers, the Factors shall be under no liability whatever for loss of or damage to the merchandise of the Cus-
tomer due to any cause whatever, no matter to whose fault such damage or loss may be due. The Customer agrees to pay all the expenses of its business whatsoever and if the Factors incur any expense in connection with the Customer's business the amount thereof shall be charged to the Customer. 10. The Customer agrees that the Factors may, if they so desire, file a notice of lien as provided for by Section 45 of the Personal Property Law of the State of New York. 11 The Customer agrees To use its best efforts to sell the merchandise consigned to (a) the Factors at prevailing market prices to responsible pur.
chasers
199
busi-
and
to devote all of its time
and attention to the
ness of buying and selling said merchandise (b) Not to consign any merchandise manufactured or purchased by it to any person, firm or corporation other than the
Factors and not to pledge, mortgage or create any lien whatever

other than the lien of the Factors on
factured or purchased by it, or sulting from the sale thereof.
any merchandise manuon any accounts receivable re-
(c) Not to sell any merchandise except through the Factors as herein provided. (d) Not to pledge the credit of the Factors it being dis-
tinctly agreed and understood that the Customer has no right to sell any goods or make any contract whatever on behalf of
the Factors.
hold them harmless and all which be from any may liability imposed upon them through any act, default or omission on the part of the Customer, or any of the Customer's employees or agents, and to reimburse the Factors for any expense they may incur in defending claims preferred against them because of any such
(e)
To indemnify the Factors against and
alleged act, default or omission whether such claims are valid or not.
(f)
Not
to enter into
invoices or statements except

tors.
(g)
any contracts or send out any bills, on forms approved by the Facany merchandise
To
notify the Factors immediately of
consigned to the Factors, and also to notify the Factors immediately upon contracting to sell any merchandise of the terms of
such contract, the name and address of the purchaser and if such contract is in writing or is evidenced by a written order, to furnish to the Factors copies of such contract or order.
To give the Factors immediate notice of the return of merchandise. any (i) To permit the Factors to examine all of the Customer's
(h)
books at
Factors
all
reasonable business hours, as frequently as the
may desire, and to give the Factors all information they

by
and to the manufacture, purthe Customer.
may
(j)
desire relating to said books
chase and sale of merchandise
To
execute any and
all
other documents which the Fac-
200
tors
may at any time deem advisable for their protection or for the proper carrying out of the purposes of this contract, and to pay to the Factors any and all sums the Factors may expend
including attorneys' this contract.
(k)
fees,
in
protecting their rights under
to permit any person whom the Factors deem objectionable to come or remain on the permises occupied by the
Not
Customer.
12. Advances heretofore made by the Factors to the Customer for which the Customer gave its note to the Factors and also advances heretofore made to the Customer by the claim for which advances have been assigned to the Factors herein, shall be deemed to have been made by the Factors to the Customer pursuant to the provisions of this agreement and shall in all respects be governed by the provi,
sions of this agreement, and the merchandise, possession of which and a factor's lien oil which has been transferred by said
Executors to the Factors herein, shall continue to be held by the Factors herein, pursuant to the provisions of this agreement, as if the same had been consigned directly to the Factors herein,
and
said merchandise
and the proceeds thereof
shall
to the lien of the Factors herein provided for.

respects, the contract
be subject In all other
between the Customer herein and said

,
dated which contract was assigned to the Factors herein, is hereby terminated as of except that the lien granted in and by said contract and all other rights granted to the Factors in and by said contract for the protection, security or enforcement of the
,
Factors' right to recover advances, commissions, interest other charges and expenses are hereby expressly preserved,
all
and and
rights of against the Customer arising out of the return of merchandise heretofore sold or the non-
payment
13.
of accounts receivable
now
outstanding, are hereby
expressly reserved.
This agreement shall commence as of and all business done between the parties hereto on and since such date shall be deemed to have been done under and pursuant to the terms hereof. The term of this agreement shall be for a
period of one year from
,
and thereafter from
201
year to year subject to termination at the expiration of the original term of one year or of any succeeding term of one year by not less than ninety days' written notice to that effect given
by either party to the other. However, if at any time the Customer becomes insolvent or makes an assignment for the benefit of creditors or if a petition in bankruptcy is filed by or against the Customer or if a receiver of its property is appointed, or if a judgment is docketed against the Customer and is not paid or vacated or discharged of record or bonded within five days of the docketing of the same, or if the Customer shall apply to its creditors generally for an extension of time of payment, or if the Customer shall breach any of the terms of this
agreement, or in the event of the dissolution of the Customer, then, and in any of such events, the Factors may at their option terminate this agreement by giving written notice of the exercise of
such option. In the event of the passage of any law of the Federal Governor of
local Government in any way affecting or the provisions hereof, or the rights of the agreement parties hereunder, the Factors may at their option at any time
ment
any State or
this
terminate this contract upon giving ten days' written notice to the Customer of their intention to do so.
thereafter,
agreement in any manner hereinbefore specified the Factors shall have the immediate right to the possession of all merchandise of the Customer and the Customer agrees forthwith to deliver same
14.
Immediately upon the termination of
this
to the Factors
where any
and the Factors may enter upon any premises such merchandise is kept and remove same by force or otherwise, with or without legal proceedings, without being liable to any prosecution therefor. Upon the termination
of
agreement in any manner hereinbefore specified, all sums theretofore advanced by the Factors and all commissions, interest, charges and expenses shall immediately become due and payable and the Customer agrees forwith to pay to the Factors the amount of the debit balance against the Customer, U if any, ascertained as provided in paragraph 8" hereof, and
of this in addition shall
pay to the Factors a
transfer commission of
per cent, of the purchase price of the merchandise contracted for in all unfilled contracts or orders of the Customer
202
and
also per cent, of the original cost of all merchandise then in the possession of the Factors not included in said con-
and orders. Upon receiving payment of said debit balance and transfer commission, and upon being adequately secured against any and all debits which might thereafter be
tracts
chargeable to the Customer, the Factors shall re-deliver all of said merchandise to the Customer, free of their lien thereon. If
fail to pay such debit balance and transfer commission within ten days of the termination of this agreement, the Factors may, in addition to other rights they may have by law or by this agreement, proceed to sell any or all of the merchandise of the Customer at either private or public sale or sales, with or without notice to the Customer, and if sold
the Customer shall
at public sale, the Factors may themselves become the purchasers thereof, and the proceeds of such sale or sales shall be
applied by the Factors to the expenses of such sale or sales and such other expenses, including attorneys' fees, as they may be put to in connection with the same, and to the amount of the
aforesaid debit balance
plus,
if
any, shall
and transfer commission, and the surbe paid to the Customer, and if there shall be
Customer
shall
any
deficiency, the
the Factors.
tion to
pay the same forthwith to The Factors, however, shall be under no obliga-
sell said merchandise, but may proceed directly against the Customer to recover the full amount of said debit balance
and
if
transfer commission.
15.
Any notice provided for herein shall be sufficiently given

by registered mail
to the principal place of business of the within hereto the State of New York. respective parties 16. This agreement may be assigned by either of the Factors
sent
to the other, or by the Factors to any partnership in which either of the Factors is a member, or to a corporation in which either
of the Factors alone or both together own a majority of the voting stock; but except as thus provided neither party hereto shall
assign this contract without the written consent of the other. 17. The construction and performance of this agreement
shall
be governed by the law of the State of
203
Factor's
Agreement
Selling Merchandise both for Others
Another Form Principal Engaged in on its Own Account and as Agent
AGREEMENT made
and between
the firm
this
,
day
,
of
by
name and
style of
copartners doing business under hereinafter called the

,
"
Factors," and
hereinafter
called
the "Prin-
cipal."
WHEREAS
both on
its
the Principal
it
is
own account and
engaged in the business of selling as selling agent for others; and
is the desire of the parties hereto that the act as factors in connection with the entire busiFactors shall
WHEREAS
ness of the Principal.
NOW THIS AGREEMENT WITNESSETH

1.
Principal hereby appoints the Factors its sole and exclusive factors for the term of this agreement and COVENANTS
The
that during said term it will transact no business excepting under and by virtue of the terms of this agreement, that it will consign to the Factors hereunder all merchandise which it may trade in for its own account during the term of this agreement and that it will not act as selling agent for any other person, firm or corporation during the term of this agreement, excepting such persons, firms or corporations as shall be ap-
proved by the Factors and who shall enter into written agreement with the Factors, constituting the Factors sole factors.
2. The Principal will consign to the Factors, during the continuance of this agreement, all merchandise manufactured or dealt in by the Principal for its own account and deliver the
same, free of
all liens
and
charges, at the Factors' place of

,
business at and such merchandise shall be and become pledged to the Factors and shall remain in their possession, custody and control until sold and delivered to customers on sales approved by the Factors or until released from
pledge as herein provided.
The Factors
shall
permit the
Principal and its agents and servants to have access to the said merchandise for the purpose of offering the same for sale subject to the terms of this agreement, and the Factors shall
204
not be responsible for any loss, damage, destruction, theft or shortage of said merchandise excepting such damage as shall
arise
from the act or omission
of the Factors, their agents or
servants.
The Factors
will
permit the Principal, during the
have such occupancy of said premises as shall be necessary for the purpose of exhibiting and negotiating the sale of the merchandise subject to the provisions This permission shall not be deemed to of this agreement. be a lease and the said premises shall at all times be in the complete custody, possession and control of the Factors, who shall have the right to place their own custodian in charge at
term of
this agreement, to
all
times.
any
Principal will indemnify the Factors against loss or liability by reason of any loss, theft, damage or
The
destruction of merchandise consigned to the Factors either by the Principal or by its principals, excepting such loss, theft,
damage
ployees.
or destruction as
may
be occasioned by the act or
omission of the Factors or their agents, servants or emPrincipal shall act as selling agent for be bound by and comply with the provisions of the dated simulagreement between the Factors and
3.
The
and
shall
The Principal shall keep separate and taneously herewith. apart merchandise consigned to the Factors by and merchandise consigned to the Factors by any other person, firm or corporation for
whom
the Principal shall act as
selling agent and merchandise consigned to the Factors by the Principal and shall do nothing to mingle the merchandise
consigned by different consignors. The Factors will deliver to the Principal a copy of all account sales rendered by the Factors to any and all consignors for whom the Principal shall act as selling agent pursuant to the terms of this agreement
at the
same tune that the account
sales is sent
by the Factors
to said consignors.
Principal shall be bound by and comply with any agreements hereafter made between the Factors and any other
4.
The
person, firm or corporation for whom the Principal shall act as selling agent pursuant to the terms of this agreement where
such agreements have been approved in writing by the Principal, and the Principal hereby expressly approves the agree-
205
ment between the Factors and the
dated simultaneously herewith. 5. As to the business of the parties in connection with merchandise manufactured by or dealt in by the Principal for its
said
own
a.
account, the parties
MUTUALLY COVENANT:
be sold without the express consent
If,
No
merchandise
shall
of the Factors, except as herein expressly provided.
how-
ever, the Factors shall refuse to approve any sale, when requested so to do by the Principal, the Principal shall have the right to make such sale at such prices and upon such terms
as
it
may
fix,
making such
sale it
upon the express condition precedent that before pay to the Factors in cash to the extent
of the existing indebtedness to the Factors the value of the merchandise so to be sold, such value to be the same as that
used as the basis in estimating the advances made by the Factors. Upon such sales so made without the approval of
the Factors, the Principal will pay to the Factors a commission of per cent, upon the net amount of such sales, debut not time discounts, and the Factors shall trade ducting
have no responsibility for the payment of the accounts receivable arising out of such sales and do not assume the del credere thereof. Immediately upon the sale of any merchandise the account receivable therefor shall become the Factors' property and such accounts receivable are hereby assigned and transferred to the Factors. All merchandise sold shall be billed and invoiced upon forms of bill or invoice satisfactory to the
Factors, and unless otherwise stated " invoices shall read Bought of
by them
said bills
'
and
shall
and
bill is assigned and payable to and (with their address) signed such signature, whether printed, stamped or written, shall be
bear the words "This

"
deemed the
valid signature of and the said endorsement on said bills shall operate as a valid confirmatory assignment thereof to the Factors by the Principal.
The
b.
Principal will also execute
any form
of further
assignment
of all ac-
which the Factors
may
request.
The Factors hereby guarantee the payment
counts arising from the sale of said merchandise approved them, provided the merchandise so sold is finally accepted
by by
206
the respective purchasers thereof without dispute, and agree to render account sales monthly within fifteen days after the
end of each calendar month, of the sales charged to customers during the said calendar month. The present worth of the accounts receivable shown in such account sales shall be figured
at the rate of
per cent, per
annum
as of their average
due date, adding days for slow collections, out of town checks and other items of expense, on the net amount of such sales, after deducting discounts allowed to purchasers and such present worth shall be passed to the credit of the Principal as of the last day of the calendar month. The sales referred to in subdivision a hereof, which are not guaranteed by the Factors, however, shall not be included in the account sales but shall be passed to the credit of the Principal when actually collected by the Factors. The Factors shall have no responsibility for claims by customers for shortages or loss of merchandise, differences in terms, freight, expressage, imperfections, delay, breach of warranty, rejection of merchandise or
any merchandise- disputes. Should any purchaser reject said merchandise or refuse to pay the full purchase price thereof upon any such claim, the amount credited by the Factors to
for
of such credit,
the Principal thereon, together with interest from the date may be charged back to the Principal by the
Factors, but the Factors shall have the right to retain the account receivable as security hereunder, and any merchandise
returned by the customer shall be deemed merchandise consigned to the Factors hereunder. The Factors will credit the
Principal with the amount of comissions it has theretofore charged the Principal on the amounts so charged back to
the Principal. c. The Factors shall, upon request, from time to time, lend and advance to the Principal per cent, of the market value of the merchandise consigned to them by the Prin-
Where the per cent. not established by actual sales, any difference between the Factors and the Principal as to market value is to be determined by arbitration in the manner specicipal,
less
trade discount and

is
net market value
fied in
Paragraph 17 of this agreement. Where goods have remained in stock for one year, the market value of such goods
for the purpose of estimating
207
and the Factors advanced thereon more than
advances shall be determined by shall not be required to have

per cent, of the net marThe Factors shall at no
ket value thereof as so determined.
time be required to have outstanding advances exceeding The advances which the Factors shall be reto make shall in all cases be subject both to the limit of quired
absolute
amount hereinbefore
set forth
and
also to the limit
of percentages of collateral hereinbefore set forth. If the market price of consigned merchandise shall at any time depreciate
amount of advances exceeds the said percentages, then the Factors shall have the right to demand the consignment of additional merchandise, or the payment of cash suffiso that the
cient to reduce the advances to within said percentages, and if the Principal should fail within days so to reduce then the have the Factors shall them, right to terminate this
agreement. The Factors shall have a general lien on all merchandise consigned to them and the proceeds thereof for all
advances, charges and commissions hereunder. d. Accounts current shall be rendered semi-annually and interest at the rate of per cent, per annum shall be
charged and credited thereon. Unless an account current is objected to in writing within days from its receipt, it shall be deemed an account stated. 6. No signs shall be placed upon said premises without the
Factors' express written consent and unless otherwise stipulated by the Factors, the only signs placed thereon shall read
,
factors for
or and
factors for (here to follow the full names of such other persons, firms or corporations for whom the Principal
,
shall act as selling agents
pursuant to the terms of this agree-
ment).
custody of merchandise consigned by the Principal by any of its principals which the Factors may exercise shall be solely on behalf of the Principal. 8. The Principal shall pay all expenses of every kind in and about the selling and delivery of merchandise consigned to the
7.
Any
or
Factors
by
it
and by any
all
of its principals.
It shall at its
own
loss
expense cover
such merchandise with insurance against
208
fire in companies and to amounts and under forms of policy satisfactory to the Factors, loss thereon to be payable to the Factors as their interest may appear, and shall also at its own
by
such merchandise with insurance against in comburglary and theft to the amount of $ panies satisfactory to the Factors with loss thereon payable
expense cover
all
to the Factors as interest
may
appear.
If
the Principal shall

of said policies
at
any time
fail
to take out
and pay
for
any
upon request of the Factors, the Factors shall have the right to take out and pay for such policies and charge the Principal with the premiums thereon. The Factors shall not be responsible for any loss by fire except to account for the proceeds of such policies. 9. In the event that in the opinion of the Principal the credit
of any customer shall become impaired after the approval of an order by the Factors but before the delivery of the mer-
chandise, the Principal shall be entitled to stop the delivery of such merchandise without liability to them.
reason whatever,
is returned by customers for any be and become at once subject to the factors' lien and such return shall be reported to the Factors immediately, and at all events by the Tuesday following the return, unless such Tuesday be a holiday and in that event on the Wednesday following such return. In no event shall the Principal return to any consignor any merchandise which has once been consigned to the Factors except with the express
10.
Where merchandise
it
shall
written permission of the Factors. 11. In the event that the Principal shall be adjudicated a bankrupt or shall file a petition in bankruptcy or shall make
a general assignment for the benefit of creditors or shall have a receiver appointed voluntarily, then in either of such events
the Factors may, at their option, terminate the agreement, and the rights of the parties as to payment of moneys due to the Principal, collection of accounts, sales of merchandise or other collateral shall be governed by the provisions of this agreement. 12. For their services hereunder the Factors shall be entitled
sum
to receive from the Principal and the Principal shall pay the of $ each month, and in addition thereto,
commissions on
all sales
209
its
made by
:
the Principal both for
own account and
as selling agent for term of this agreement as follows
any principal during the

of all sales of the
per cent,
on the net amount
up
to
made during each year
term
of this
agreement; per cent, on the net amount of sales exand up to $ $ ceeding during each such year; and. ...... .per cent, on the net amount of sales All commissions exceeding this amount in any such year. shall be figured upon the amount of the bills to customers, deducting trade but not time discounts and shall be payable at the end of each month in which the goods are charged to the customer, value as of the middle of such month. In figuring
said
amounts
such sales as are
of sales, however, there shall not be included made without the del credere of the Factors
pursuant to Paragraph 5 a, of this agreement, and upon such sales the Factors shall be entitled to receive the commission of per cent, as hereinbefore set forth, nor shall there be included sales of where the merchandise has not been advanced upon by the Factors or consigned to them and upon sales of such the Factors shall be entitled to a commission of per cent, if the are sold at cost or above and to no commission if they are sold below cost, but the Factors' guarantee as hereinbefore set forth shall not apply to any such sales of Where the contract between the Principal and the consignor for whom the Principal acts as selling agent provides as does the said contract with the for the debit by the Printo said amount of commission the of an entire cipal consignor to cover the compensation both of the Principal and the Factors, the compensation which the Factors are to receive shall none the less be governed by the terms of this agreement and the said commissions shall be adjusted as between the Principal and the Factors in accordance with the terms of this agreement. Nothing herein contained, however, shall be deemed to obligate the Principal to pay any commissions whatever to the Factors on behalf of such consignors excepting to
the extent that the Principal shall have actually received said commissions for the Factors' account from such consignors.
210
13.

At the end
or sooner termination of this agreement the covenants to pay to the Factors, within Principal all advances, charges and commissions with days thereafter, interest thereon due to the Factors hereunder, and in the event that such indebtedness is not so paid, then at the expiration of said days from the said end or sooner termination of this agreement, the Factors shall have the right to sell the merchandise consigned to it at public or private sale without further notice and for cash or credit and to apply
the proceeds thereof after deducting the actual selling expense to the payment of the Principal's indebtedness to them.
Where any such sale is made on credit, however, the Factors guarantee the payment thereof in the manner and subject to
affecting sales
the exceptions and limitations set forth in this agreement as made under the agreement, and on such sales the Factors shall be entitled to charge and receive the same
commissions to which they would be entitled for sales made under the agreement. When the proceeds of such sales have reached an amount sufficient to pay the Factors their advances,
interest, charges
shall
is
and commissions hereunder, no further sales be made by the Factors. The remedy herein conferred not intended to be exclusive, and the Factors may resort,
in addition thereto or in lieu thereof, to any legal remedy for the enforcement of their rights. The Factors shall also have
the right
upon the termination
of this
reasonable
sum
of
money
or a reasonable
agreement to retain a amount of mer-
chandise in their hands for a period of days after the last sales are made to indemnify them against any claims of purchasers of an offset or counterclaim or right to reject
merchandise upon sales theretofore credited by the Factors to the account of the Principal unless otherwise indemnified by
the Principal against such claims in a the Factors.
14. If this
manner
satisfactory to
of
contract shall terminate
by reason
any breach
bank-
thereof
on the part of the Principal, or by reason
of the
ruptcy, assignment or receivership proceedings of the Principal as set forth in Paragraph 11 hereof, or, if at the termination
thereof the Factors shall be willing to extend the term of this agreement but the Principal shall be unwilling so to do, but
211
not otherwise, the Factors shall be entitled to charge and receive from the Principal a transfer commission of per cent, on the amount of merchandise on hand at the time of said termination and consigned to the Factors.
agreement shall begin on the at which time all the existing transday actions between the Factors and the Principal shall be deemed to be subject to the terms of this agreement and all merchandise at that time consigned to the Factors and all sums due either to or from either of the parties to the other shall be and become subject to the terms of this agreement. The term of this agreement shall expire on the If at day of any time, however, during the term of this agreement the contract entered into simultaneously herewith between the Prin15.
The term
of this
of
should terminate pursuant to any cipal and of the terms of said agreement, then and in that event the Factors shall have the option to terminate this agreement.
16.
At the end
or sooner termination of this agreement
and
notwithstanding that it shall determine in all other respects it shall continue in force in the following respect: The Factors
covenant that they will permit the Principal to continue to have such occupancy of and access to that portion of the which is demised to the Factors by premises lease dated between themselves as tenants and as landlord for the term demised in said lease, the said occupancy on the part of the Principal to be of
,
the same character and subject to the same limitations hereinbefore set forth as affecting the Principal's rights to access or
occupancy during the term of
this agreement,
covenants that it will pay to day of each and every month during the balance the sum of $ namely the 1st day of each month up to
:
and the Principal the Factors monthly on the first

of said term,
on
,
etc.
In the
event that the Principal should be in default for a period of days in making any one of said payments, then the Factors shall be relieved of their obligations under
for
paragraph and the Principal shall be liable to the Factors any loss that the Factors may sustain upon re-letting, subletting or assigning the balance of the term of the said lease.
this
212
If requested so to do by the Factors, the Principal will sign a sub-lease from the Factors of the said premises upon a form of
form of lease from the said and at the same rental for the balance of the said term and beginning on such day as the Factors shall
lease identical with the
to the Factors
specify.
during the term of this agreement be entitled to deduct the sum of $ in each and every year in semi-annual payments on or about the
shall
The Factors
day
of
and the
day
of
in each year beginning from sums otherwise payable hereunder to the Principal. The said moneys shall. draw interest at per annum, and be held by the Factors
as collateral security for the faithful performance by the Principal of its obligations hereinbefore set forth in Paragraph 12
hereof to
pay the sum
of $
each month and also
as collateral security for the faithful performance of all of the covenants on the part of the Principal specified in this Para-
graph 16 and also of
all of
if
the covenants and conditions con-
made, and also as collateral to indemnify the Factors against all loss for which the Principal is liable under the provisions of this Paragraph 16.
in said sub-lease
17. If, at
tamed
any time while
this contract is in force, or at
any
time thereafter, any dispute, difference or question shall arise between the parties hereto touching any matters whatsoever herein contained, then every such dispute or question shall be
two disinterested merchants, one of the each by parties to the dispute, and if the so chosen cannot such dispute or question, determine parties will select a third person to decide, and his decision shall they be binding upon the parties hereto. A bona fide attempt at such arbitration shall be a condition precedent to any action
referred to the arbitration of
to be chosen
at law to be taken
by
either of the parties hereto.
213
Deed
of Trust
for
Agreement Between Debtor and Creditors Management of Business by Trustees

this
,
AGREEMENT made
between to as "the Debtors," " ferred to as the
creditors
of
....
day
of
,
by and
hereinafter referred
,
of
hereinafter
re-
said
Trustees," debtors, hereinafter
and
the
undersigned
to as
referred
"the
WITNESSETH: WHEREAS, the said Debtors are indebted to numerous creditors whose obligations are now matured, and presently to mature, and are unable to pay because of the present condition
Creditors
of the
"
market.
the Debtors,
in
Now, THEREFORE,
premises,
consideration of the
them paid by the the and of these Trustees, upon ensealing delivery presents, the of the mutual whereof is and receipt hereby acknowledged,
and
of the of
dollar, to
sum
One
promises and agreements hereinafter contained, have granted,

bargained, sold, assigned, transferred and set over, and by these presents do grant, bargain, sell, assign, transfer and set
over unto the Trustees, their successors and assigns, all and singular the goods, chattels, stock, notes, claims, demands,
property, real, personal or mixed, and effects, of every descrip-
and wheresoever located, including money, merchandise manufactured, unmanufactured and in process. To HAVE AND TO HOLD the same, and every part thereof, unto the said trustees, their successors and assigns. IN TRUST, NEVERTHELESS, to receive and take possession thereof, and in their discretion to carry on the business of the
tion,
Debtors for such period of time
as, in their discretion,
they
may deem for the best interests of the Creditors, and to sell and liquidate the aforementioned assets of said Debtors, and to
convert the same into money, on such terms and at such
judgment they see fit, and proper, and to and demands hereby assigned, as may be collectible, and out of the proceeds of such sales and collections. 1. To pay and discharge all the just and reasonable expenses, costs and charges of executing this agreement and carrying into
prices, as in their
collect all debts
214
effect the trust
hereby created, including coilnsel fees to the attorneys for the Trustees, and for the Creditors' committee, in connection with the preparation and execution of this trust,
and then to pay and discharge in full, all debts and liabilities of the Debtors, each of which are less than $100 in amount, and then to pay (if the residue of said proceeds is sufficient for that purpose), to the Creditors, all the debts and liabilities now due, or to grow due, from the Debtors, with interest thereon to the date of payment, and if the residue of said proceeds shall not be sufficient to pay said debts and liabilities, with interest,
in full, then to apply the said residue of said proceeds to the payment of said debts and liabilities ratably and in proportion,
which
2.
faction of the
sums shall be accepted in full discharge and satisdemands and claims of the Creditors. After the payment of all the debts and liabilities of the
lesser
full,
Debtors in
with interest,
if
there shall be
any remainder
or residue of said property or the Debtors, their legal representatives, heirs and assigns. 3. And in furtherance of the premises, the Debtors do hereby make, constitute and appoint the Trustees their true and lawful
attorneys, irrevocably, with full power and authority to do all acts and things which may be necessary in the premises to the
full
execution of the trust hereby created, and to ask and demand, recover and receive of and from all and every person
or persons, all property, debts, and demands due, owing and belonging to the said debtors, and to give acquittances and discharges for the same; to sue, prosecute, defend and implead for
the same; and execute, acknowledge and deliver all necessary instruments in connection therewith; and the Trustees are
full power, authority and right by the and are authorized to sign the name of the debtors to Debtors, any check, draft, promissory note or other instrument, in writing, which is payable to the order of the Debtors or to sign the name of the Debtors to any instrument in writing, whenever it shall be necessary so to do to carry into effect the object, design and purpose of this trust. 4. The Trustees shall have the right to hear and determine any and all claims and demands made by any parties with reference to transactions had by them with the Debtors, and
hereby vested with
shall
215
have the right to compromise, arbitrate, and adjust any and all such claims in such manner as the Trustees may deem for the best interests of Creditors, and the Trustees shall have
the further right, provided in their opinion the best interests of Creditors will be served thereby, to purchase or anticipate the claims of Creditors of said Debtors; also to discharge any liens or claims to release merchandise belonging to the Debtors.
5.
It is
understood that the Debtors
may
continue in busi-
and the Trustees shall have the right to consign or sell to said Debtors, from time to time, merchandise, manufactured, unmanufactured or in process, transferred to the Trustees
ness
under this agreement, upon such terms as to the Trustees may seem proper. 6. The Trustees shall not be liable for any loss resulting from the non-payment or non-collection of the purchase price of any merchandise sold by them, nor shall they be liable for any depreciation in any security taken by them upon the sale of merchandise, nor shall they be liable for the selection of any depositary in which a bank account may be opened, nor shall said trustees be liable for any error of judgment or mistake at law, or for anything but their own individual, willful fraud. 7. The Trustees shall not be required to give any bond for
the performance of their duties. 8. The Trustees, as at any time constituted, notwithstanding any vacancy, shall have the power, rights, and interests of the
Trustees as herein originally appointed. In the event that any of said Trustees shall die, resign or become otherwise disquali-
from acting, the remaining Trustees may fill any vacancy, and such additional and succeeding Trustee shall have and shall exercise all the power and authority under this agreement and trust as was previously possessed by a Trustee, as originally
fied
appointed. The majority vote of the Trustees shall constitute the final determination of the Trustees upon any matter in
which all
9.
of the Trustees shall not
be unanimous.
are authorized to employ, during the term of this agreement, the debtors for such time upon such conditions,
10.
The Trustees
and
at such salary, as to
shall
them may seem
proper.
keep books of account showing the receipts and disbursements, which shall be open for reasonable
The Trustees
216
inspection during business hours by any of the parties to this agreement, and upon the termination of the trust, the Trustees
upon demand, account in writing to any of the parties to this agreement for the trust estate. 11. Nothing herein contained, in so far as a specific delegation of power to the Trustees is concerned, shall in any wise limit
shall,
their general
12.
power as Trustees.
of the Creditors hereto agrees that
Each
he
will not,
pending the execution of this trust, institute any proceeding at law or in equity, or in bankruptcy, against the Debtors, and that he will not become a party to any proceeding in bankruptcy
against said Debtors, and in the event of any proceedings by or against said Debtors being had, which will require any proofs of claim or other written instruments to be executed by
or sworn to
by any
of the creditors,
each of the creditors, for
himself undertakes to execute said agreement or proof of claim, and further power of attorney as may in the opinion of the Trustees, be requisite to further carry out the spirit of this
agreement.
13.
The Trustees do hereby accept the
trust created
by
this
agreement, and covenant faithfully to perform the terms hereof, and comply with its provisions, and agree to act without compensation.
understood and agreed that the trust herein created continue until the 1st day of February, 1920, at which shall time all property and assets remaining in the hands and pos14. It is
session of the Trustees shall be disposed of at public or private sale, in such manner as the Trustees and a majority of the committee may deem proper, unless a majority of the committee
shall
deem
it
timely notice of which extension shall be given

Creditors.
15.
advisable to extend the trust from time to time, by mail to the
Any
Creditor
may become
all
a party to
this
agreement by
signing the same or a copy, and one and the same instrument.
copies hereof shall be
deemed
16. The said Debtors do hereby agree upon demand to execute from time to time such other and further instrument
as a majority of the Trustees may request, and which said majority of the Trustees may be advised to be necessary and
217
proper to carry into effect the purposes and intent of this
agreement.
IN WITNESS WHEREOF, the parties have hereunto set their hands and seals, the day and year first above written.
Agreement Between Creditors and Embarrassed Solvent Debtor Providing for Extension Formation of Corporation Controlled by Creditors
AGREEMENT made
of
this
day
of January, 1922, between hereinafter for convenience des-
ignated as the Debtor, and

hereafter
this
all creditors of
agreement, sign designated as the Creditors, WITNESSETH as follows:
hereinafter
the Debtor, who shall for convenience
WHEREAS, a careful audit of the affairs of the Debtor has Certified Public Acbeen made by Messrs for that purpose by the countants, who were retained
,
and
Debtor has assets and is indebted to
,
WHEREAS,
said audit discloses that the
of the estimated value of $
various creditors in various amounts aggregating about a considerable part of which is past due, and
WHEREAS, the Debtor, although solvent, is unable to pay such indebtedness at this time, or as it falls due, and desires an extension of time in which to pay such indebtedness in full
and with
legal interest.
Now, THEREFORE,
it
is
agreed between the parties hereto as follows: 1. As soon as creditors of the Debtor, aggregating not less than 95% of the aforesaid total indebtedness, have given their assent in writing to this agreement, the business of the Debtor shall be immediately incorporated under the laws of the State
of
and all the assets of the said Debtor, as disaforesaid the audit, shall be transferred and conby veyed to the said corporation, which shall also assume all the debts and obligations of the said Debtor, as disclosed by the
,
closed
aforesaid audit.
2.
The
Creditors agree to
sell
to said corporation,
when
218
organized, all claims of every kind, name and nature against the Debtor for the sum of 100% thereof, said sum to be payable as follows
:
in cash to be paid within days the after corporation has been organized; and the balance in three equal installments of of
.
each,
payable
after said cash
and
months
payments
to be evidenced
payment has been made, said deferred by the promissory notes of the cor-
poration, which notes are to bear interest at the rate of per annum, and are to be indorsed by the Debtor and by
of
3.
6%
Pending the formation of the corporation, and pursuant to a resolution passed at a meeting of the Creditors of the Debtor which was held on at the
'
in
,
a Creditors' Committee composed
of
and
appointed. the Debtor and
(hereafter referred to as the Committee) were This Committee is now in control of the assets of
is is
This
Committee
supervising the running of his business. hereby authorized and empowered to
arrange all the details in connection with the incorporation of the Debtor's business with the end in view of fully protecting
the interests of Creditors. It is expressly understood and agreed that the Debtor will cause said Committee to be elected on the Board of Directors of the corporation and that the
Debtor
will also
cause himself to be so elected and that said
four shall constitute the Board of Directors of the corporation. It is also expressly understood and agreed that until the final
payment has been made to Creditors, as provided herein, the entire capital stock of the corporation shall be deposited with the Committee under a voting trust agreement and that said
Committee
shall also hold said stock as collateral security for
the faithful performance of the terms of this agreement on the part of the Debtor.
their successors, are expressly the of event default of any of the payments given the right, in provided herein, in their absolute discretion, to declare all subsequent payments payable forthwith, irrespective of any4.
The
said
Committee or
thing herein stated to the contrary; or the said
their successors, in their absolute discretion,
219
Committee
or
waive such default or defaults, and defer (but not longer than one year), any or all of the payments due hereunder. The said Committee
may
or their successors are also given the authority, in their absolute discretion, to anticipate any or all of the payments due here-
under in whole or
herein,
in part.
In the event of default, as provided

or
their
the Committee,
successors,
may,
in
their
absolute discretion liquidate the affairs of the corporation in such manner as they may deem for the best interests of the
creditors, either
shall not
5.
be
liable
by court proceedings by reason thereof.
or otherwise,
and they
agreed that the said Committee, or their whatever capacity they may be acting (whether as committeemen, officers, directors, voting trustees, escrow agents or otherwise) shall not be liable or responsible for any error of judgment or mistake or act of omission or commission either on their own part or parts, or on the part or parts of any
It is expressly
successors, in
agent or attorney, or for anything save only their willful misconduct.

6.
It is expressly
agreed and understood that before the
corporation delivers to Creditors the cash

herein and the
payment provided
new
notes, that Creditors surrender all out-
standing notes on which the Debtor is liable. 7. It is expressly agreed that all expenses in connection with this extension, including a reasonable attorney's fee to the
Counsel to the Creditors' Committee (which counsel is to prepare all the corporate papers, agreements, etc., necessary to carry out the purposes of this extension agreement), the expense of the audit heretofore referred to, and such actual out of pocket disbursements as the Creditors' Committee may have
incurred or will hereafter incur (but no compensation to said Creditors' Committee) will be paid by the Debtor.
8.
It is further
excess of $
agreed that creditors whose claims are not in need not join in this extension, and
,
authority
is
hereby given that said claims be paid in

the payments have been
full at
maturity. 9. Until
all
made
herein provided, no dividends are to be paid on
any
to creditors, as of the stock
220

After
all
of the corporation.
payments have been made, as
provided herein, the Committee, or their successors, are to resign forthwith as officers, directors, voting trustees, escrow agents, etc., and the entire management and control of the
is to become vested in the Debtor, or his designees. This agreement may be executed in any number of counterparts, each of which, when executed, shall be deemed to be an original, and all of which shall constitute but one and
corporation
10.
the same agreement.
SIGNED AND SEALED the day and year
first
above written.
CORPORATE AGREEMENTS STOCK TRANSACTIONS

Agreement
for Consolidation of Corporations
under Laws
of
several States
Continental Securities
Company
v.
Belmont, 168 App. Div.
483, 154 N. Y. Supp. 54.
Affirmed 222 N. Y. 673, 119 N. E. 1036.
AGREEMENT made
tween
:
this
day
of
by and
be-
And
also
(Recitation of various parties to the agreement.) by and between the Directors of each of the several
companies above named and the Directors of each of the other

of said companies.
WHEREAS
The
is a railroad corporation, organized and existunder the laws of the State of ing owning a steam railroad wholly within said State. Its capital stock is
, ,
(S ) Dollars, divided into ( of the par value of ($....) Dollars each. of Directors of said corporation is
shares
The number
(Then follow similar paragraphs covering each of the parties
AND WHEREAS
to the agreement.) the railroads of said companies
form con-
tinuous or connected, but not parallel or competing, lines of railroad with each other, and it is desired to consolidate said
companies into one corporation and to vest in and to convey to such consolidated corporation the railroads, property and franchises of the consolidating corporations, under and pursuant to the provisions of the laws of the States of (here enu-
merate States). NOW, THEREFORE, THIS AGREEMENT WITNESSETHI

Article 1
said (recitation of various parties to the agreement) shall be consolidated into a single corporation upon the terms
221
The
222
and conditions hereinafter set forth, which are hereby agreed to and prescribed for such consolidation.
II
Article
The name
,
and said consolidated corporation
of said consolidated corporation shall be shall continue
for
years.
Article
III
shall
The number
be
of Directors
who
manage
its affairs shall
Article
IV
its
The names and

first
places of residence of
Directors for the
year are:
Article
The
officers
of
said
President, as
many
consolidated corporation shall be a Vice-Presidents as the Board of Directors
appoint, a Treasurer, a Secretary, and such other officers as may, from time to time, be provided for by the by-laws or
may
appointed by the Board of Directors.
The names and places of

the
first
residence of the principal officers for
year are:
shall
Departmental Officers of the consolidating be continued, subject to the provisions of the companies as by-laws, Departmental Officers of the consolidated corporation, with such changes, if any, in titles and duties as their officers superior in ranks or the Board of Directors may deterseveral
The
mine.
now in force shall The by-laws of be the become and shall by-laws of the consolidated corporation and shall be subject to amendment by the Board of Directors.
CORPORATE AGREEMENTS
STOCK TRANSACTIONS
223
Article
VI
The
in the City of
principal office of said consolidated corporation shall be State of County of

,
,
Article
VII
The amount
(
of the capital stock of said consolidated cor($

)
poration shall be
)
Dollars, divided
into
shares of the par value of
($....)
Dollars each.
()
solidation shall
shares of said stock shall, after said conhave become effective, be issued in exchange
for outstanding stock of said consolidating corporations, on the several bases hereinafter set forth in Article VIII of this agree-
ment.
The remainder
of said
()
shares of capital stock
of said consolidated corporation, namely may be issued from time to time when authorized
()
shares,
by the
of Directors of the consolidated corporation, with the approval of such governmental bodies as shall have authority
Board
in the premises.
Article
VIII
The manner
of converting the capital stock of each of said
consolidating corporations into that of said consolidated corporation, and the distribution of such of the stock of said consolidated corporation as is to be issued in exchange for outstanding stock of said consolidating corporations, shall be as
in this Article stated
(a)
:
The
holders of the stock of
be entitled to
()
shall
shares of the stock of the con-
solidated corporation. Each stockholder of shall be entitled to ....(....) shares of the stock of the consoli-
dated corporation for each share of the stock of the owned by him at the time said consolidation shall
become
effective.
224
(b)
The
stock of the
namely,
cancelled.
in the
()
owned by the
shares, shall be
The
(
stock of the
registered
name
of the Treasurer of that

)
Company,
in trust for
it,
namely
shares shall be cancelled.

,
The other
owning the
holders of the stock of
remainder of the issued stock thereof, such remainder being shares of stock, dividends on which are guar-
()
anteed to the extent hereinbefore stated, and shares of stock, dividends on which are not guaranteed (a total of shares), shall be entitled to
shares of the stock of the consolidated corporation. said other stockholders of
entitled to
of
shall
() () Each
()
be
shares of the stock of the consolidated
corporation for each share of the stock of owned by him at the time said consolidation shall become
effective.
(Here follow "c"
"d" "e"
"f
"
"g" "h" and "i"
regarding
manner
of converting the capital stock of each of said consoli-
dating corporations.) (1) Should any stockholder be entitled to a fraction of a share of stock of the consolidated corporation, a certificate of
ownership thereof shall be issued to him. Such certificate shall provide that when certificates for fractions of shares of stock equal to one or more shares shall be presented and surrendered to said consolidated corporation, a certificate for a full share or shares of stock, equal in amount to the aggregate of such fractions of shares, shall be issued in place thereof; but such fractions of shares shall not be entitled to any interest or dividend, nor shall any holder thereof be entitled to vote thereon at
any meeting
of the stockholders.
(m) The stockholders of the and of the

entitled to receive
of
shall also be
from the consolidated corporation accruing dividends on the stock owned by them in said companies, at the respective rates of dividends paid thereon during the year
,
to the date
when
said consolidation shall
become
effective.
(n) Until surrendered
and exchanged
for certificates issued
STOCK TRANSACTIONS
225
the consolidated corporation shall recognize the now outstanding certificates of stock of the respective consolidating
by
it,
corporations (except such of said certificates as are to be cancelled as hereinbefore provided) as evidencing the rights and
interests of the several holders thereof as stockholders of the
consolidated corporation to the same extent and in the same manner as those rights and interests would be evidenced by
certificates issued
by
it
had such outstanding
certificates
been
exchanged therefor.
After the consolidation shall have become effective, however,
there shall be no further issue or transfer of certificates of stock
of the consolidating corporations, but from time to time as such certificates are presented to the consolidated corporation they
be cancelled and certificates of stock of the consolidated corporation shall be issued, on the several bases above set
shall
forth, in
exchange therefor.
Article
IX
and VIII
.
The
()
owned by
shares of the capital stock of

:
.
to
be can-
celled as stated in
Paragraph
(b) of Article
of this agree-
ment, are now held by pledge under an indenture
as Trustee, in
dated
executed
to
it
by
s'
and
cure the
collateral collateral
to se-
and
Per Cent Gold Bonds,
(hereinafter called bonds), to an amount
not exceeding
of
which there have been issued and are now out-
and no additional amount thereof is to be standing $ issued. In Section .... of Article .... of said indenture there is
the following provision The holders of per cent in
:
amount of
said
collateral
proval to the consolidation of
bonds have given their apand
and
and
upon the
terms of this agreement. In compliance with the provisions above quoted therefrom, the said indenture executed by
226

and
,
to the
as Trustee, dated
collateral
is
securing said bonds to the amount

,
of
hereby made and
property of and dated with and with the other companies parties hereto. In further evidence of the lien and security hereby created, there shall be executed by the consolidated corporation formed under this
declared to be a lien upon the so consoliand
agreement to such Trustee or Trustees as the Board of Directors of the consolidated corporation may name, a mortgage
securing,
collateral
by
prior lien thereunder, said

;
the property to bonds to the amount of $ be described in and included under said mortgage to be the same property as is described in and included under the mortand gage executed by as Trustees, dated to the and
securing its per cent (first mortgage) gold bonds, except that said mortgage shall be a lien upon the instead of upon the leasehold interest of
,
and
so to be executed shall secure, not to exceed $ of
cent,
therein.
The mortgage
lien thereunder,
's
by secondary
per
and amount
(description of bonds), to be issued, par for par, to pay refund said The total collateral bonds.
of said
collateral
bonds and
of said
per
secured by
securing
bonds) outstanding and (description said mortgage so to be executed shall not together
cent
of
at any time exceed $

said
The
collateral
lien of the mortgage bonds and said
under
the
(description of bonds) on the property included thereshall immediately follow the lien of a mortgage securing
and
's
(description
of
bonds) together aggregating $ Holders of said

collateral
bonds for which consents to the consolidation of shall have been given and accepted
($
by the
not exceeding in the aggregate ) dollars, par value, shall
STOCK TRANSACTIONS
this consolidation, to
227
have the right at any time following

issued to
have
them by the consolidated

of their
and refunding
bonds
corporation, in payment for which consents shall have been
so given and accepted and upon surrender of such bonds to the consolidated corporation for cancellation, the
and
a principal surrendered.
for
sum The
(description of bonds) equal to the principal sum of the bonds so remainder of said (description of bonds)
hereafter, at the election of the consolidated corporation
and
with the approval of such governmental bodies as shall then have authority in the premises, may be issued to pay and refund said collateral bonds the holders of which shall not have consented
to this consolidation.
Article
The
first
have been
election of Directors, after the consolidation shall effected, shall be held at the principal office of the
consolidated corporation at such time, not more than six months after the consolidation has been sanctioned by the
stockholders of the consolidating corporations as the Board

of Directors of the consolidated corporation may determine, and notice of the time fixed for such first election of Directors
shall
of the
be given in the same way as notice is required to be given annual meeting of the stockholders for the election of
Anything herein contained to the contrary notwithstanding, the Directors so to be elected at said first elecDirectors.
tion of Directors shall hold office until the first annual meeting
of the stockholders or until their successors are chosen

qualify.
and
There
shall
be an annual meeting of the stockholders of
said consolidated corporation held on the in each year, at its principal office, at which in Directors of said consolidated corporation for the ensuing year
be elected by a majority vote of the stock voted; but the date of such annual meeting may be changed by the bylaws. The Directors so elected shall continue in office until
shall
others are chosen and qualify in their places.
Vacancies hi
228
the Board of Directors may be filled by the Directors in such manner as the by-laws may provide. The President shall be chosen by ballot of the Directors, and Vice-President, a Treasurer and a Secretary shall be appointed by the Board at the first or any subsequent meeting of the Board after the annual election; and vacancies in office shall be filled by the Board. The Directors of said consolidated
corporation from time to time as they may deem necessary,

offices
may
who
appoint such other officers shall hold their respective
during the pleasure of the Board.

Article
XI
To the extent permitted by law, said consolidated corporation shall have authority to purchase, acquire, hold and dispose of the stocks, bonds, notes and other evidences of indebtedness of
any corporation, domestic or

its
foreign,
and
to issue, in
exchange therefor,
stocks, bonds, notes
and other obligations.
Article
XII
consolidating corporations, parties hereto, hereby severally sell, assign, transfer and convey to the consolidated corporation formed pursuant to this agreement, their respective railroads together with all the rights,
The
powers, privileges, franchises and other property used in connection therewith or pertaining thereto.
Upon
the
vided by law,
franchises,
all
consummation of and singular the

(real,
this
consolidation,
as
pro-
rights, privileges, exemptions,
property
easements and interests of
and mixed), licenses, every kind, nature and description

personal
belonging to or in any way appertaining to said consolidating corporations, and each of them, shall be vested in and be the
property of said consolidated corporation, and it shall succeed to and there shall attach to it all of the debts, obligations, contracts, tariffs,
and any and
all liabilities of
each of the con-
solidating corporations.
foregoing shall not be deemed to exclude any other effects, rights or privileges provided by law as incident to or
The
resulting
ically
STOCK TRANSACTIONS
229
specif-
from any such consolidation and not herein
mentioned.
IN WITNESS WHEREOF, each of said consolidating corporations has caused these presents to be signed by its President or Vice-President and its corporate seal to be hereunto affixed,
and the Directors

hundred and
of
hereunto set their hands, this
said consolidating corporations have nineteen day of
Agreement Creating Trust
of Stock of Equitable Life Assurance Society of United States
of
AN AGREEMENT, made in the City of New York, in the State New York, this fifteenth day of June, one thousand nine
"
hundred and five, between THOMAS F. RYAN, of the first part, and GROVER CLEVELAND, MORGAN J. O'BRIEN and GEORGE
WESTINGHOUSE
second part.
(hereinafter called
the
Trustees,") of the
Life Assurance Society of the United States (Hereinafter called the "Society"), is a corporation of the State of New York, having a full paid capital
WHEREAS, the Equitable
stock of one thousand (1,000) shares of the par value of one
hundred dollars ($100) each,

(502) shares are held
of
which
by the party of WHEREAS, the corporate powers of the Society are vested by its charter in a Board of Directors consisting of fifty-two
(52) persons, divided into four (4) classes of thirteen (13) directors each, each class serving for a term of four (4) years, so that thirteen (13) directors are selected at each annual
hundred and two the first part; and

five
election of the Society, and WHEREAS, the directors of the Society have adopted a plan for the mutualization of the Society by so amending its charter
that, of the fifty-two (52) directors of the Society, twentyeight (28) should be elected by the policy-holders and twentyfour (24) by the stockholders; and
WHEREAS, the consummation of said plan of mutualization and formal action thereon by the Superintendent of Insurance of the State of New York have hitherto been prevented by litigation, and in order to effect, so far as practicable, and
230
without further delay, the result sought to be attained by such plan of mutualization, the party of the first part has entered into this Agreement with the Trustees Now THIS AGREEMENT WITNESSETH AS FOLLOWS:
;
First:
The party
of the first part
hereby transfers to the
Trustees said five hundred and two (502) shares of the capital stock of the Society for the purpose of vesting in the Trustees
the right to vote thereon for the term and upon the terms and conditions stated in this agreement. The existing certificates for said stock shall be surrendered and cancelled, and certificates
cates therefor shall be issued to the Trustees, in which certifiit shall appear that the same are issued pursuant to this
Agreement, and that fact shall also be noted in the entry of the Trustees as owners of such stock in the proper books of
the Society.
Second:
The Trustees
are exclusively authorized to exer-
power on the stock held under this Agreement for the election of directors of the Society, and shall, at every annual election of directors of the Society, so vote on said
cise the voting
stock, that out of every thirteen (13) persons for whom such vote shall be cast seven (7) shall be selected in accordance
with the wishes of the policy-holders of the Society, expressed as hereinafter provided, and the remaining six (6) directors shall be selected by the Trustees in their uncontrolled discretion, to the
end
(28)
twenty-eight
that, of the entire fifty-two (52) directors, shall be policy-holders of the Society,
selected by, or on behalf of, the policy-holders and twentyfour (24) shall be lawfully eligible persons selected by the Trustees in their sole discretion.
The wishes
to be voted for
of the policy-holders in respect of the directors by the Trustees shall be expressed in the fol-
day
lowing manner: In each year, at any time prior to the first of November, any holder of any policy which shall have
been in force for one year or more, may send to the Trustees at the Equitable Building, No. 120 Broadway, New York City, a written request, designating policy-holders of the Society to the number of not more than seven-thirteenths of the number of directors to be elected at the next ensuing election of directors for whose election as directors such policy-
STOCK TRANSACTIONS
231
holder desires the Trustees to vote at such annual election of

directors,
cretion
on
or requesting the Trustees to exercise their dishis behalf in the selection of policy-holders to act
as such directors.
Third:
The Trustees
are
authorized, in
respect
of
said
stock, to take, in their discretion,
by vote thereon
or other-
wise, any action necessary or proper to effect the consummation of said plan for the mutualization of the Society, by securing
to the policy-holders the right to elect directly twenty-eight (28) of the fifty-two (52) directors of the Society, or a like
proportion of the entire number of directors of which the Board of Directors shall from time to time consist.
Fourth: In case said plan of mutualization shall become operative and the policy-holders shall become entitled to vote directly for twenty-eight (28) directors of the Society out of an
aggregate number of which the Board of Directors may from time to tune consist, then the Trustees, in respect of the stock
fully eligible persons to the
held under this agreement, shall continue to vote for such lawremaining directors as they shall,
Fifth: In case of vacancies in the
in their uncontrolled discretion select.
Board
of Directors,
due to
death or other cause, the Trustees may make recommendations to the Directors of the Society as to the persons to be elected to fill such vacancies to the end that the purposes of this agreement may be promptly and effectually
resignation,
accomplished. Sixth No vote shall be cast upon said stock for any purpose except with the unanimous approval of the Trustees, but the Trustees may empower any one of their number actually to
:
cast their vote.
Seventh: Any Trustee may at any time resign by delivering to the other Trustees his resignation in writing. In case of the death or resignation of any Trustee, the vacancy shall forth-
by an appointment made in writing by the The term " Trustees" whenever used remaining Trustees. herein shall include the parties of the second part, and their
with be
filled
successors so appointed.
Eighth: The party of the first part shall be entitled to dividends on the stock deposited by him under this agreement.
232
Ninth: This agreement shall continue in force for the full period authorized by Section 20 of the General Corporation Law of the State of New York, viz., five (5) years from the date hereof. It shall be continued thereafter so long as the Trustees shall deem advisable, and the party of the first part
hereby agrees that, upon the expiration of any period of five (5) years, he will, upon the request of the Trustees, execute an
instrument continuing, for a further period of five (5) years, this agreement and the powers of the Trustees hereunder, This including said power to require an extension hereof. Agreement may, however, be terminated by the Trustees in
their discretion whenever in their opinion its purposes have been accomplished, or for any reason its termination is, in their opinion, advisable.
Tenth: Every other stockholder of the Society
may
transfer
his stock to the Trustees, to be held subject to the provisions of this Agreement, and thereupon may participate in the terms,
conditions and privileges thereof. In witness whereof, the parties hereto have set their hands
unto five originals hereof the day and year In presence of
first
above written
ELIHU ROOT, PAUL D. CRAVATH,
THOMAS F. RYAN, GROVER CLEVELAND,
MORGAN
J.
O'BRIEN,
GEORGE WESTINGHOUSE.
Voting Trust Agreement
between AGREEMENT made a corporation and any organized and existing under the laws of who shall become parties other stockholders of to this agreement by signing the same, herein after called the " hereinafter called the Stockholders," and " hereinafter called Voting Trustee," and " " the Depositary.
,
, , ,
WHEREAS, the Stockholders deem it to their interest to act together concerning the management of the a corporation organized and existing under the laws of of which they are respectively stockholders, and to that end to unite the voting power held by them as such stockholders, and to place the same in the hands of the Voting Trustee as
, ,
hereinafter provided,
Now,
and
1.
this agreement,
made
of the
mutual covenants herein contained, WITNESSETH:

of the Stockholders holding shares of the capital
Each
corporation, to the number set opposite his, her or its name as hereunto subscribed, respectively, hereby severally agrees to deposit the same and the
stock of the
certificates therefor,
with sufficient transfers thereof in favor of
the Voting Trustee, with the Depositary, and to receive in exchange therefor the certificates hereinafter referred to, which
deposit shall continue for a period of date of this agreement, that is to say, until
years from the

,
and upon
the making of such deposit
shares represented by the stock shall certificates so deposited be transferred upon the books of said Corporation to the name of said Voting
all
The Depositary is hereby fully authorized, emdirected to cause such transfers to be made, and and powered also to cause any further transfers of said shares to be made which may become necessary through the occurrence of any
Trustee.
hereinafter provided,
change of the persons holding the office of Voting Trustee, as and the Depositary agrees to have all
233
234

"
Stockholders
"
such transfers made, provided the
furnish the
Depositary
all certificates
and proof
Corporation or years the Voting Trustee during the said period of shall possess and be entitled to exercise all rights of every name and nature, including the right to vote in respect of any
of ownership required by transfer agent. its And
and
being however understood that the holders of the trust certificates to be issued by the
all
such shares deposited;
it
Voting Trustee shall be entitled to receive immediate payment by the Trustee to them of dividends, if any, collected by said Voting Trustee upon shares standing in their names. Whenever dividends are declared upon any of such stock payable on a day certain to stockholders of record on an earlier day, the holders of the trust certificates issued by the Voting Trustee on the earlier day, shall be entitled to receive the payment of the dividends, as if they had been stockholders of record on that earlier day, and no transfer of a certificate after such earlier day shall carry with it the right to the receipt of any dividend, unless the parties to such transfer shall otherwise instruct the Voting Trustee in writing. The holders of trust certificates issued hereunder shall severally be liable to the Voting Trustee proportionately for any expense to which he may necessarily be put by reason of the trusteeship hereby created. 2. The Voting Trustee hereby promises and agrees with the Stockholders and with every holder of certificates issued as hereinafter provided, that from time to time, upon requesf, he will cause to be issued to the several stockholders in respect of
all
stock deposited by them, certificates to an aggregate to the amount of all stock so deposited, and which certificates shall be in substantially the form hereto
amount equal
annexed and marked Schedule A, and the Voting Trustee

agrees to
for
pay
to the Stockholders all dividends
upon the shares
which said stockholders

certificate issued
may
hold trust certificates.
pursuant to this agreement shall be valid unless countersigned by the Depositary, and no such certificate shall be countersigned by the Depositary until it shall have been twice registered in books to be kept for that purpose. Such books shall each contain a record of the date of the issuance of each certificate hereunder, the number of
No
shares for which
it is
STOCK TRANSACTIONS
235
and the name and address of the person to whom the certificate is issued, and shall also contain a record of the surrender of any certificate when made. the Voting Trustee in exchange for and 3. On
issued,
,
upon surrender
ing, will, in
of
any
of the trust certificates then outstand-
certificates of equivalent
accordance with the terms hereof, deliver proper amount of stock of the
to time, after this agreement shall have taken
Corporation.
4.
From time
effect, the Depositary may receive any additional full paid shares of the Capital stock of the Corporation, upon the terms and conditions of this agreement; and in
respect of all such shares so received, the Voting Trustee will issue and deliver certificates similar to those above mentioned,
entitling the holders to all the rights above specified. 5. In the event of the death of the Voting Trustee, or of his
Voting Trustee shall be chosen in the following manner: The Depositary shall and hereby agrees to call a meeting of all holders of certificates issued as provided hereunder, to be held at the office of the Corporation, or at the office of the Depositdisability or resignation, a successor as
ary, not less in writing.
than
fifteen
Such
call shall
days after the sending of a call therefor be sent to each certificate holder at
the address given by him to the Depositary upon the deposit of his stock, or at any later address given by him. Such meeting shall choose its own chairman and secretary and shall be
otherwise conducted, so far as possible, in accordance with the
by-laws of Corporation, and in accordance with usual parliamentary procedure. At such meeting each holder of a certificate issued as provided hereunder shall be
entitled to
such
one vote for each share of stock for which he holds At such meeting a successor or successors to said trustee shall be chosen by a majority vote of the certificertificate.
cate holders present in person or by proxy. The disability of said trustee shall be
presumed from
his
failure, either in person or by proxy, to vote the stock held by him in trust at two successive meetings of stockholders, duly
and regularly
called according to the by-laws of the
Corporation.
236
6.

It is expressly
agreed and understood that the Voting
Trustee
and
may vote or act in person or by duly authorized proxy, the Stockholders hereby authorize and empower the
Trustee so to act and vote. 7. In voting the stock held by him, the Voting Trustee will exercise his best judgment, from time to time, to select
suitable directors, to the end that the affairs of the
shall
company
be properly managed, and in voting on other matters which may come before any stockholders' meeting will exercise
judgment; but it is understood that no Voting Trustee or Depositary incur any responsibility by reason of any error of law or of any matter or thing done or omitted under this agreelike
ment except
8.
for his or its
own
individual malfeasance.
agreement may be simultaneously executed in several counterparts, each of which so executed shall be deemed to be an original; and such counterparts shall together constitute but one instrument. 9. This agreement shall not be binding upon the parties until the same shall have been signed by stockholders representThis
ing at least
per cent, of the capital stock of
10. The Voting Trustee or his successor or successors, may by instrument in writing, duly executed and acknowledged, terminate this voting trust at any time. IN WITNESS WHEREOF the several parties hereto of the first part have hereunto set their hands and seals, and the Voting Trustee has hereunto set his hand and seal in token of his has acceptance of the trust hereby created, and the caused these presents to be signed on its behalf by two of its officers and its corporate seal to be hereunto affixed, the day and year first above written.
No
Schedule
Shares
Voting Trust Certificate
CORPORATION
to certify that on termination of the voting trust
This
is
or on the earlier
will
be entitled to receive a
full
STOCK TRANSACTIONS
237
certificate or certificates for

.
. .
each of the capital paid shares of the par value of $. stock of CORPORATION and in the meantime to
payment by the undersigned Voting Trustee of the dividends, if any, collected by the undersigned Voting Trustee upon a like number of such shares of capital stock standing in his name. Whenever dividends are declared upon any of such stock payable on a day certain to stockholders of record on an earlier day, the holder of this certificate on the
be entitled to receive the payment of such he had been a stockholder of record on that earlier day. Until the termination of the voting trust, the Trustee shall possess and be entitled to exercise all Voting rights of every name and nature, including the right to vote in respect of any and all such stock, it being expressly stipulated that no voting right upon any such stock passes to the holder hereof by or under this certificate, or by or under any agreeearlier
receive immediate
day
shall
if
dividends, as
ment, express or implied. This certificate is issued pursuant to the terms of an agreemade and entered into ment in writing dated between the Stockholders of said Corporation and said Voting Trustee, which agreement is on file with
,
and
is
subject to
all
the provisions, terms, and conditions of
such agreement. This certificate
is transferable only on the books which shall be kept for that purpose by said Voting Trustee, by the registered holder, either in person or by duly authorized attorney, according to rules which shall be established for that purpose by said Voting Trustee, and on surrender hereof; and until so transferred, said Voting Trustee may treat the registered holder
as
of
owner hereof for all purposes whatsoever, except that delivery stock certificates hereunder shall not be made without the
surrender of the certificate.
This certificate is not valid unless signed by the Voting Trustee and also countersigned and registered by the
of
istrar.
,
as
regthis
IN WITNESS WHEREOF, said Voting Trustee has signed

certificate
this
day
of
19 ...
238

day
of
19.
.
Countersigned and registered this

Transfer Agent
& Registrar
Voting Trustee.
By
(Endorsement on back.)
For
value
assign, and certificate of
received, transfer unto
hereby
the
sell,
within
Voting Trustee and
do
hereby irrevo-
cably constitute and appoint
Attorney to transfer the said certificates on the books of the said Voting Trustee, with full power of substitution in the
premises.
Dated.
In presence
of:
.191.
Pledge of Stock to Secure Loan
AGREEMENT made
hereinafter called
between
Mr
hereinafter called
and
the Bankers, WITNESSETH:
WhEREAS,
Mr
voting trust certificates and
largely interested in the stock securities of the ,

is
a corporation created and existing under the laws of the State of and deems it to his financial interest that an shall be made to establish a credit for said comarrangement
,
pany at this time, and WHEREAS, Mr

form a syndicate which
said
has
requested
will establish
the Bankers to a credit to the extent of
dollars for the benefit of the
substantially on the terms and conditions of the contract, a copy of which is hereto annexed
Company
marked "A," and WHEREAS, the Bankers have expressed

to undertake this
their unwillingness
business
,
without this agreement on the
part of
Mr Mr
;
and
Bankers to undertake
this
WHEREAS,
business
in order to induce the
has offered to
hereinafter contained
now
the agreement in consideration of the premises this
make
agreement WITNESSETH:
Simultaneously with the execution and delivery hereof will deposit with the Bankers dollars in par value of the capital stock of the Corporation, represented by Voting Trust Certificates in denominations satisfactory to the Bankers, and endorsed in
1.
Mr
in proper negotiable form, all of which stock he and represents guarantees is duly issued, fully paid and not to assessment. subject any 2. At any time during the continuance of the loan referred to in said Exhibit "A," or, if the loan be paid before that time, at
blank,
and
239
240
any time within six months from the date hereof, the Bankers may sell all or any part of said stock or Voting Trust CertifiCorporation, provided that than .... dollars a share. 3. Of the amount realized on such sale or sales they shall apply .... dollars per share as hereinafter provided. Any sum realized above .... dollars per share shall belong to and be the sole and absolute property of the Bankers. 4. The Bankers shall have the right to distribute the stock to
cates of the said
sale shall
no
be at
less
as provided in the proposed Syndicate hereto marked Exhibit "B." annexed Agreement If and when the said stock is so sold or allotted the 5.
Syndicate
Members
Bankers
will
.... dollars
apply the receipts from said sales to the extent of a share, in lieu of contributions by the Syndicate
"
Subscribers, provided for by Exhibit A" for the establishment of the credit therein provided. When the receipts from such
sales equal the total
,
amount
of the Syndicate
Commitment
and when the $ Company shall pay the " commissions provided for by said Exhibit A," the Bankers will assign to Mr (but in no event, except in the discretion of the Bankers, at a date earlier than months from the date hereof) such cash and securities as they then hold under the " said Exhibit A" and thereupon, and pro tanto as such receipts from sale of stock are applied, and the commission paid, as herein provided, Mr shall become vested with and shall
. .
succeed to the rights of the Syndicate Subscribers against the Company, but not to their rights to participate in any
profit thereunder.
6.
by
liquidation of the said loan from sources other than the sale of said stock shall not in any way affect the rights
of the
sell such stock as herein provided, but after so liquidated, the sum of .... dollars per share of the sales price on sales thereafter made shall be paid to Mr instead of being applied as aforesaid.
Bankers to
is
the loan
Escrow
of
Stock to Prevent Sale or Alienation

for various reasons
WHEREAS, the undersigned persons
have
agreed that the certificates for certain shares of the capital
CORPOEATE AGREEMENTS
stock of
.
STOCK TRANSACTIONS
241
shall
be deposited with a trust
company and no part thereof or of the receipts hereinafter mentioned representing the same shall be sold to parties other than
those signing this agreement during the duration' of this agree-
ment,
in consideration of the premises and the mutual agreements herein contained and for other valuable considerations moving from each of us to the other, receipt of
Now, THEREFORE,
which
is
hereby acknowledged by each of
us,
,
WE, the undersigned stockholders of ration of have deposited with the ,

Trust
a corpo-
Company
of.
certain certificates for stock in said
of the capital stock of said corporation, aggregating .... with each other in regard and do contract corporation hereby
thereto, as follows:
1.
Such
certificates of stock shall
remain with
Trust Company of for the period of two years from date hereof, unless this agreement is cancelled on the written consent of all of the owners of said stock prior to the expiration of said two years. Upon the termination or cancellation of this
deposited hereunder, shall owners.

2.
agreement aforesaid, the certificates of stock be delivered to their respective
We, each for himself, agree that we will not sell, pledge, assign, or in any way transfer or dispose of our said certificates
of stock, or of our interest therein, or of the receipts of the said Trust Company for the same, either absolutely or subject to
this
agreement during said period of two years, excepting upon

all of
the written consent of

3.
the subscribers hereto.
The
Trust
Company
:
of
shall issue receipts reading as follows
(Date)
Received from
shares of stock in
us,
certificates for
Corporation, to be held by under and hi accordance with the terms of a certain agreement between certain stockholders of said company, dated which agreement has been deposited with us. This receipt shall not be negotiable or transferable and shall not be sold, assigned, pledged, or otherwise disposed of
,
.
242
in

in said agree-
any manner whatsoever excepting as provided
ment."
4.
In case of the death of any of the subscribers hereto, dur-
ing the period of said two years, his estate and his executor and administrator shall be entitled to the receipt of said depositary
above mentioned upon surrender of the receipt held by the decedent and in lieu of the receipt running to the party so deceased, but said estate, executor or administrator shall not be entitled to withdraw the stock represented by said receipt In such case, if the from under the terms of this agreement. deceased stockholder's interest herein has been sold, by reason of and in accordance with the law, the purchaser at such sale shall not be entitled to withdraw his stock from under this
agreement, but shall be substituted herein in place of the deceased stockholder.
5.
A new
depositary or depositaries, in place of
Trust Company of .*. may be named at of the time a in interest signing this persons any by majority of stock shall be certificates and said agreement thereupon
delivered to the
tion
all
must be
in
Such designawriting and signed and duly acknowledged by

or depositaries.
new depositary
parties thereto.
6.
Said stock shall continue to stand on the books of the cor-
poration as at present, and shall be voted as though this agreement had not been entered into, and all dividends and benefits
going and belonging to said stock shall belong to the stockholders of record thereof, the same as though this agreement
had not been entered into. IN WITNESS WHEREOF, we have signed our names hereto and received from Trust Company of its receipt for our certificates deposited hereunder this .... day
of
19
In presence of:
Accepted
Trust Company.
By
Trust
Officer.
Contract
STOCK TRANSACTIONS
243
between Stockholders
Control of Stock
of
Corporation for
AGREEMENT, made by and between all of the Borough of the and State of
19
.
day
,
of
,
and
City of
WHEREAS
,
the corporations
the parties hereto are the sole stockholders in known as and
both incorporated under the Laws of the State of each of the parties hereto owning an equal undivided interest in the share stock of the said
,
corporations,
and
the said parties hereto are also the officers and of directors the said corporations, and each of them is actively
WHEREAS
engaged in the business of the said corporation, Now, THEREFORE, the parties hereto, in consideration of the premises, and of dollars by each to the other in hand paid, the receipt whereof is hereby acknowledged, do hereby agree to and with each other as follows 1. Neither of the parties hereto shall become endorser of any note or surety upon any bond without the written consent
,
:
of the other parties to this agreement. 2. The parties hereto and each for himself does
hereby
covenant that he
said to
will
not hypothecate,
sell
or convey,
any
part of his stockholdings in either of said corporations afore-
any person, firm or corporation, excepting upon the performance of the following terms and conditions: Such
stockholder or stockholders
the
who
shall desire to continue in
of said corporations, or both of them, shall have the option, for a period of not exceeding thirty days, to purchase said share or shares of stock at the market value thereof, to be determined in manner as follows, to wit:
management of either
The assets shall be valued at the book value to be fixed an immediate inventory thereof. by b. The good will of shall be estimated
a.
by taking the average yearly profits during the previous years and multiplying the same by
No
good
will shall
be allowed for the holdings of the
244
c.
The value
will as
of the assets shall
good
above
set forth,
be added to the value of the and such resultant sum shall be
the total sales value of the share stock of the said corporations.
d.
The
retiring stockholder shall then
tinuing stockholder such
sum
or
sums as
be paid by the conhis stock shall then

'
be deemed worth per share, upon the basis of value ascer" tained in subdivisions I, II and III of paragraph second
to be Such purchase price of stock in paid therefor, not later than years from the date of sale, with interest at per annum, the stock sold to be security for the purchase price until fully paid, but it shall
hereof.
be deposited in escrow with some bank or trust company the price agreeable to the parties. As to shall be paid under like terms and conditions, but within
,
years of sale.
e.
Real estate assets shall be valued by an appraiser to be
selected
the alternative,
selected
praisers shall
of such apbe binding. 3. In the event of the death of either party hereto, the stock held by the decedent shall be immediately offered to the remaining stockholder or stockholders, who shall, within days accept or reject such offer, and upon acceptance thereof, the price and manner of payment shall be as set
by the unanimous choice of the by a board of by each, and the decision of
parties hereto, or in to be
,
" forth in paragraph "2 hereof. 4. In the event of the withdrawal, resignation or death of either of the parties hereto, any salary or salaries re-
ceived by
cease.
5.
him from the
said corporations shall immediately
agreed by the parties hereto, that they or enter into any agreement, or contract with others that would tend to amend, alter, rescind or abrogate
It is expressly
will
not
make
the provisions hereof, nor will they make any will, deed of gift, or other 'testamentary document in contravention of its
terms.
This agreement shall be binding upon the heirs, executors and administrators of each of the parties hereto.
6.
CORPOKATE AGREEMENTS
STOCK TRANSACTIONS
245
their
IN WITNESS WHEREOF the parties hereto have hereunto set hands and seals the day and year first above written.
(Signed)
In presence of:
Underwriting Agreement
AGREEMENT made
....
between
,
and
together hereinafter called the
Managers, and the subscribers hereto, severally, of whom each is hereinafter termed a subscriber, and all of whom, together with the Managers, constitute the syndicate (hereinafter called the corporation) which has been or is to be formed under the laws of the State of or some other State with the approval of the Managers with an authorized capital stock of $ consisting of $ par value of per cent, cumulative
,
preferred stock (participating as to dividends, as to assets on liquidation to its par value
and preferred and accrued
mium
will
dividends, and, in case of voluntary liquidation, with a preof per cent, at which premium also said stock
be redeemable) and $
par value of
common
and has
stock,
stock, divided into shares of $ par value, issued or proposes presently to issue not to exceed $
of said preferred and $ the latter to be deposited of said
common
under a
five years'
voting trust
all
agreement under which
and
are to be the voting trustees,
from and which is on file with the Managers and copies of which have been sent to the subscribers. The parties hereto desire to form a syndicate on the terms and for the purposes hereinafter set forth. In consideration of the premises and of the mutual promises herein contained, the parties hereto agree, and the subscribers severally agree with one another and with the Managers, as follows, each subscriber and party agreeing for himself and not
fully set forth in a letter dated for
and as more
any other subscriber or party:
246
1. The parties hereby form a syndicate for the purpose of purchasing from the Managers and associates (hereinafter called the vendors), if, as and when received by the vendors, $ par value of said preferred stock and voting
trust certificates for $
par value of value of common stock and $ stock, par preferred and for the other purposes herein expressed. Each subscriber shall indicate in his subscription hereto the principal amount
in cash for which, together with the accrued dividends on a proportionate amount of the preferred stock, he is or shall be
will
stock at the price of $ upon the preferred stock, for each $
par value of said common with accrued dividends
bound, and, to the extent of his subscription, each subscriber make cash payment on call of the Managers for the purposes herein indicated, without reference to the receipt or
possession by the Managers of any of the stock. The several subscribers shall be called on to make payments of cash in
respect of their subscriptions only ratably according to the several amounts thereof; but, to the full extent of his own undertaking, each subscriber shall be so responsible regardless
Each
performance or non-performance by any other subscriber. subscriber shall be liable only to the extent of his individual participation in the syndicate. Nothing contained in this agreement, or otherwise, shall constitute the subscribers partners with, or agents for, one another or with or for the
of
Managers.
2.
The Managers
shall
have the
ment and the

Managers
cate, to
full
entire conduct of
and managethe transactions and business

sole direction
of the syndicate.
The subscribers irrevocably grant to the power and authority, for account of the syndido any and all acts and to enter into and execute any
and
agreements or other instruments necessary, proper, or expedient in the premises to carry out and perform this agreement according to its true intent and meaning, including the purchase from the vendors at the price and upon the terms
all
aforesaid of said stocks, the purchase or repurchase of stock of said issues in the market or from others, from time to time, for account of the syndicate, and the public or private sale or
resale
from time to time, in the discretion of the Managers, of
STOCK TRANSACTIONS
247
any or
all stocks acquired for syndicate account, and generally the conduct of such transactions as the Managers in their
discretion
best for the interests of the syndicate, that the Managers shall not have the provided, however,
to
sell
may deem
said
of preferred and $ common stock, or any part thereof, at less than per cent, of the par value thereof and accrued dividends for preferred stock and. per cent, of the par value thereof for right
of
For the purpose of paying for any of the stocks the Managers may in their discretion borrow such amounts from time to time, at such rates of interest and on such terms as they may deem best, and pledge any of the syndistock.
common
any such advances; or the Managers or any part thereof upon may the like pledge and security, and may charge interest on such advances; but no personal liability, except in respect of such
cate stocks as security for
themselves
make such advances
Managers or to any one making such adbe incurred by or imposed upon the subscribers for the payment of any such advances. The subscribers
calls,
either to the
vances, shall
irrevocably grant to the Managers full power and authority, for account of the syndicate, to employ, and fix the compensation of, depositaries, brokers, attorneys, counsel, agents and other assistants; and plenary discretionary right is expressly given to the Managers from time to time to consent to any
modifications of and to settle the form
and terms
of the certif-
icate of incorporation of the corporation and the certificates of said stocks (whether in respect to the provisions for the
benefit or protection of the holders of said stock, respectively or otherwise), the voting trust agreement, the name of the
corporation and the State of incorporation, and any contract under which the corporation shall acquire the stocks of other companies, and notwithstanding the terms of said letter in The term " stocks" or respect to any or all said matters. " preferred stocks" whenever used in this agreement shall be
deemed to include interim or temporary certificates therefor, and the term "stocks" or " common stock" wherever used in this agreement shall be deemed to include voting trust certificates for common stocks and interim or temporary certificates
therefor.
The Managers may,
in their discretion, rectify
any
248
errors, reconcile

any
inconsistencies
and supply any omissions
in this agreement. The enumeration of particular or specific powers in this agreement shall not be construed to limit the
general powers and discretion intended to be conferred and reserved to the Managers in order fully to authorize
to
things by them, in their discretion, proper, necessary, or expedient to carry out the purposes of
all
do any and
upon them deemed
this agreement.
for the
The Managers shall be under no responsibility performance by the corporation, or by any persons
the vendors
from
whom
may have
arranged to procure the

of of
stocks, of
any agreement on its or their part, nor in respect the validity or form of any such agreement, nor in respect
form
of the certificate of incorporation of the corporation, or said stock or the certificates therefor, or the voting trust certificates for common stock, or the voting trust
their validity or
agreement, or any contract above mentioned; and neither of the firms constituting the Managers shall be liable under any of the provisions of this agreement, nor in or for any matter or
thing connected therewith, except for
its
own want
of
good
faith or wilful negligence as such firm; and no obligation not expressly assumed by them by this agreement shall be implied
herefrom.
3.
For
all
payments made hereunder each subscriber
shall
receive stocks or a receipt or certificate signed by the Managers, or on their behalf by one of the firms constituting the Managers, in such form as the Managers may determine. Any receipts
rights and obligations hereunder of the respective subscribers, may, in the discretion of the Managers, be made transferable in such
or certificates issued
by the Managers, and
all
manner and on such terms and conditions as the Managers may prescribe; but no transfer shall be valid unless assented to in writing by the Managers, and they shall be under no obligation
to give such assent; and, though such assent be given, unless otherwise therein expressly provided, the transferrer shall
continue liable for the payment of any unpaid part of the transferred subscription and for the payment of any advances
made by
until the
subscription, with interest
the Managers upon or in respect of the transferred upon such advances as aforesaid,
same
shall
be fully paid.
The acceptance
of
any
STOCK TRANSACTIONS
249
participation in the syndicate allotted by the Managers or holding of a receipt or certificate issued as aforesaid shall
render those to
or in whose
whom the Managers

shall issue
names they
such allotment, such receipt or certificate,

shall grant
liable as subscribers
poses as
scriber
hereunder as fully to all intents and purhad they duly signed this agreement. No subshall be entitled to receive any of the stocks or the proif
ceeds thereof until the termination of the syndicate. In the meantime, in their discretion, the Managers may retain all or
any
of such stocks or proceeds or
may
deliver or
pay
to
any
subscriber his proportionate part thereof. Stocks so delivered to the subscribers shall, until the termination of the syndicate,
be held by the subscribers, subject to the control of the

agers, to be returned to them upon order, for sale for syndicate account.
4.
Mantheir
demand, or upon
Each subscriber hereby ratifies, assents to, and agrees to be bound by any action of the Managers taken under this agreement, and agrees promptly to perform his undertakings hereunder. The failure of any subscriber to perform any of his
undertakings hereunder shall not affect or release any other
subscriber.
The Managers may,
in their discretion, at
any
time and either before or after partial payment, by written consent, release any subscriber from the whole or any part of the subscription of such subscriber, and may accept new subscribers in place of
any
subscribers so released.
In case the
Managers, or either of them, shall become subscribers hereto they may at any time, and either before or after partial payment, reduce their own obligations as such subscribers and
accept
new
subscribers for the portion of their
own
obligations
thereby released. In case of the failure of any subscriber to perform any of his undertakings hereunder, the managers may
may allow other persons, firms, or corporations, members of the syndicate or otherwise, to take all or any part of the participation of the subscriber so failing to perform his undertake or
takings.
Upon
the failure of
his undertakings hereunder, the
any subscriber to perform any of Managers shall have the right,
at their option
scriber
in their discretion, to exclude such subexisting and all further interest and participation in the syndicate, and thereupon all interest and right of
and
from
all
250
such defaulting subscriber or his transferees shall cease and determine and the managers shall have the right in their
discretion either to forfeit as liquidated
damages and payments
such subscriber may have theretofore made hereunder or to hold such a subscriber liable for the balance of his subscription and to enforce such subscription and to recover from such sub-
damages caused to the syndicate by the failure of such subscriber to perform. No liability or obligation whatever shall attach to the managers or any other subscriber
scriber all
because of the failure of any subscriber to perform any of his undertakings hereunder.
5.
Upon
and the termination
the complete performance of all his undertakings of the syndicate each subscriber shall be
entitled to receive his ratable portion of the syndicate stocks or of the proceeds of so much thereof as may have been sold by
the Managers, less his pro rata share of the syndicate expenses. The net profits of the syndicate shall be divided among the
subscribers in proportion to their respective subscriptions, and the lossess of the syndicate shall be borne by the subscribers in
Apportionment and distribution by the and expenses Managers shall be conclusive on the syndicate and the subscribers, as
the like proportion.
of profits or losses, outlays, charges,
shall
be the written statement of the Managers of the results of the syndicate. The Managers may be subscribers to the syndicate and, to the extent of such subscriptions, are to participate
in the profits
and
lossess of the syndicate pro rata to the
same
extent as other subscribers.
be interested in the
The Managers may purchase, or purchase of, any of the stocks forming the
subject of this agreement and may deal with the syndicate in the same manner as other persons. The Managers may puror otherwise dispose of, or be interested in the purchase, sale, or other disposition of, any stocks or other securities of the corporation or its subsidiary companies without
chase,
sell,
restriction
and without
in or
The expenses
and vendors
its
responsibility therefor to the syndicate. heretofore or hereafter incurred by the Managers
about the incorporation of the corporation,
acquisition of the stocks of subsidiary companies, the investigation of their properties, titles, and business, or otherwise, including fees of counsel, appraisers,
and accountants,
stamp
STOCK TRANSACTIONS
251
taxes, printing, brokerages,

to,
charged
and commissions, shall be and paid by, the syndicate. The managers shall
make no charge
their
to the syndicate for their services as managers, but they and the other vendors shall be entitled to retain for
own
benefit the difference in
common
stock and cash
between the price paid by the vendors.

6. The syndicate shall continue until notwithstanding the prior sale by the Managers of all or any of the syndicate stocks, unless sooner terminated by the managers in their discretion. The Managers shall have the absolute
,
right to terminate the syndicate
if
sons from
whom
the vendors
may have arranged
the corporation, or any perto procure the
stocks, shall be unable or fail to carry out, or shall be prevented from carrying out, the sale of the stocks, to the vendors, or, if in the judgment and discretion of the Managers, the interests
of the syndicate require its termination prior to the time in this agreement limited therefor, and whether or not the objects contemplated by this agreement shall have been wholly or
partially performed.
7.
Nothing contained
in this
agreement
shall
be construed
as creating
any
trust or obligation in favor of
corporation other than the parties than as is herein expressly provided. This agreement shall extend to and bind the successors and
their favor otherwise
any person or hereto nor any obligation in
personal representatives of the respective parties. 8. Books shall be kept by the Managers, in the City of in which books shall be recorded the addresses of
,
such of the subscribers as shall furnish the same.

to or call
Any
notice
upon subscribers, or any of them under this agreement, shall be deemed to have been duly given and made by the Managers if mailed to subscribers directed to the addresses
so furnished
tion to
by them. The Managers shall be under no obligaascertain the address of any subscriber to whom notices
or calls shall have been so directed, nor to see to the actual receipt thereof by subscribers, nor to ascertain the addresses of or give notice to any subscriber who shall not have so furnished his address. All notices and calls shall be signed by the Man-
agers jointly, or by one of the firms constituting the Managers, with the approval of the other, on behalf of both.
252
9. Each of the firms constituting the Managers acts as a copartnership and in case of any change in either of said firms, such firm or its successor firm, as from time to time constituted,
with all the powers, rights, and title vested in such firm hereunder without further act or assignment. 10. Duplicate originals of this agreement shall be signed by both of the firms constituting the Managers and one retained by each. Counterparts may be signed by subscribers and
shall continue
retained
by the Managers, and
all shall
be taken and deemed
one original instrument. 11. In consideration of the irrevocable rights in them vested hereunder and the promises of the several subscribers, and upon the terms and conditions herein contained, the Managers have become parties to, and in good faith will endeavor to
of, this agreement. This agreement is entered into under and shall be construed in accordance with the laws of the State of
consummate the purposes

12.
Stockholders' Committee
Deposit Agreement
between AGREEMENT, made and their successors (hereinafter called the " Committee "), and such holders of the shares of the
a stock of corpo" shall as become ration (hereinafter called the Company ") parties hereto in the manner hereinafter provided (herein" after called the Depositors "), WITNESSETH, that
,
of the said
WHEREAS, Receivers have been appointed for the property Company and the Depositors deem it necessary
that they should unite and act together for the protection of their interests and for the purposes hereinafter stated;
Now, THEREFORE, in consideration of the premises and of the advantages and benefits which will accrue to them respectively from a union of interests and combination of action to
protect and enforce their rights, and in consideration of other good causes and considerations, the Depositors, each for himself and not the one for the other or any of the others, agree
with each other and with the Committee and

as follows:
its
successors
1.
STOCK TRANSACTIONS
constitute
their
253
The
depositors hereby make,
and appoint
respective successors, selected as hereinafter provided, as the Committee (hereinafter referred to as the "Committee "), with each and
and
every and
2.
all
the rights, privileges and powers given to and
vested in the Committee
by this Agreement. Holders of shares of the stock of the Company
may
be-
parties to this Agreement by depositing under the terms hereof within such period as the Committee may limit for that
come
which is hereby purpose with the designated as Depositary, certificates for their shares of stock duly endorsed in blank, and having affixed thereto the necessary stamps covering taxes for the transfer thereof; and such
,
deposit and the acceptance of the Certificate of Deposit issued therefor shall have the same force and effect as if the De-
had in fact subscribed their names to this Agreement; and the Depositors agree that the deposit of said certificates of stock assigns and vests in the Committee full and absolute title to the shares represented thereby and deposited hereunder, and the Depositors further agree at any time upon the request of the Committee to make, execute and deliver any and all transfers, assignments or writings required by the Committee
positors
to evidence further the vesting of the ownership of the said shares of stock deposited hereunder in the Committee or its
nominee or nominees. 3. The Committee may limit or extend the time within which, and fix the terms and conditions under which, a deposit may be made under this Agreement in respect to deposits received after such limit shall have expired, and either generally,
or in special instances, may in its discretion accept deposits after the time limit has expired and shall have full power to
decide
upon the plans and methods
to be adopted to carry
into effect the general purposes of this Agreement. 4. For the deposit of certificates of stock the Depositary will issue Certificates of Deposit therefor in form approved
by the Committee, and thereafter no separate action will be taken by the Depositors or any of them with respect to the shares of stock represented by the certificates so deposited. All certificates of Deposit shall bear on their face the name
254

and
shall
of the registered holder thereof
be subject to the
terms of this Agreement, and holders of such Certificates of Deposit shall be held as assenting to this Agreement as if they had severally subscribed to, executed and delivered the same. The Certificates of Deposit issued hereunder shall be transferable only upon the books of the depositary or sub-depositary, and upon such transfer all rights of the Depositor in respect of the shares of stock represented by such Certificates of Deposit shall pass to the transferee, who shall be substituted
All in place of the prior holder subject to this Agreement. transferees of such Certificates of Deposit, and all persons having any interest therein at any time, whether by voluntary
assignment or by operation of law, as well as the original holders of Certificates of Deposit hereunder, shall be deemed in" " when used herein, and cluded within the term Depositors shall be bound by all the terms hereof and shall be considered
as parties hereto. Each of said Certificates of Deposit may be treated by the Committee and the Depositary as a negotiable
instrument, and the holder for the time being may be considered and treated as the absolute owner thereof and of all
of the rights of the original Depositor of every character, by any notice to the contrary.
and
any time and from time to time cause the transfer books for the Certificates of Deposit to be closed for such period or periods as the Committee
in its discretion at
The Committee may
may deem
expedient and may treat the registered holders of such Certificates of Deposit at the time of the closing of said books as the actual owners thereof.
shall hold the stock deposited with it account and subject to the control and written order of the Committee, authenticated by the Secretary of the Committee, who are hereby given the right to transfer or cause to be transferred all or any part of the shares of stock deposited hereunder into its name or into the name or names of its nominee or nominees.
5.
The Depositary
for the
Depositors, in addition to vesting in the Committee full and absolute title to all shares of stock deposited under
6.
The
this
said
Committee
Agreement, hereby further constitute and appoint the their attorneys hi fact, and hereby authorize
and empower the
of
STOCK TRANSACTIONS
either in the
255
of the
said
Committee
name
Depositors, or in the name of the Committee, or in the any other person or persons as the Committee may
name deem
proper, to institute, begin or take, or to cause to be begun, instituted or taken, such actions or proceedings in law or in equity, or otherwise, and to intervene in such suits and proceedings, and to execute such papers, authorizations, consents, powers of attorney, requests or other instruments, as will in the
judgment
of the
Committee protect or advance the
interests
of the Depositors, or otherwise for carrying out the purposes of this Agreement. Full power is hereby given to the Com-
mittee to substitute or to revoke any and all such powers of attorney or other instruments which they may execute, to discontinue, compromise or settle, or cause to be discontinued, compromised or settled, any and all such actions and proceedto institute others, and to discontinue, settle or compromise the same, and to collect any and all moneys which are
ings,
or
may
be due and payable to said Depositors, or any of them,
as holders of shares of stock deposited hereunder, or as their distributive share in any action or otherwise, and said De-
and grant into the Committee full power and perform any act and thing requisite or necessary to be done in and about the premises as fully to all intents and purposes as the Depositors might or could do if personally present, hereby ratifying and confirming all that the Committee or its appointees or substitutes shall lawfully do or cause to be done by virtue hereof. In furtherance and not in limitation of any of the other provisions hereof and of the powers and authority vested in the Committee hereunder, the Depositors do hereby give and grant unto the said Committee full power and authority to call and to attend all stockholders' meetings, and at such meetings to vote, in such manner as the Committee may in its absolute discretion deem advisable, on the stock deposited hereunder on all questions which may come up at such meetpositors further give and authority to do
ings, including
to all intents as the Depositors
the voting for the election of directors, as fully might or could do if personally
present, hereby giving and granting unto the said full power of substitution and revocation.
Committee
256
7. The Committee shall elect a Chairman and Secretary and may from time to time choose such other officers and confer upon any of its officers such powers as to it may seem proper, and may make, from time to time, and alter and rescind such rules and regulations for the conduct of its business as may seem advisable. Any member of the Committee may by written appointment empower any person (who may be member of the Committee) to vote and act at any meeting of the Committee, including any adjournment or adjournments thereof, as his proxy with all the powers of the member making the appointment; and a majority of the members of the Committee as at any time constituted shall constitute a
be taken upon the consent of a majority of the whole Committee given in person or by proxy at a meeting, or in writing without a meeting, and such action
quorum.
Any
action
may
of the majority shall constitute the action of the Committee and shall have the same effect as if assented to by the whole Committee. Any member of the Committee may resign by giving notice in writing to the Chairman or Secretary thereof, and the Com-
any account or transaction with such memand discharge upon such resignation. The Committee may add to its number. It may, but need not, fill all vacancies occurring in the Committee by death, resignation, or otherwise, and all substituted or additional members so appointed shall possess and exercise all the powers and duties hereby conferred upon the original members as fully and in every respect as if they had been originally named
mittee
may
settle
ber and give
full release
as parties hereto. The present or future
members
of the
Committee or the
Company Depositary hereunder may be or become Depositors hereunder and may be or become pecuniarily interested in any of the property or matters which are the
Trust
subject of this Agreement, including the right to become members of any syndicate formed in connection therewith, and
they or any of them
may become
voting trustees or
officers
or directors or stockholders or employees of any corporations now existing or which may be hereafter organized in connection therewith, or otherwise.
All actions of the Committee,
COEPORATE AGREEMENTS
or
its
STOCK TRANSACTIONS
in
257
members, or of the Depositary
good faith
shall
be
valid notwithstanding such interest.
The Committee may appoint and discharge such several counsel, attorneys, agents and employees as it may see fit, and upon such terms as the Committee shall agree upon for
8:
such respective counsel, attorneys, agents and employees. Neither the Committee nor any member thereof shall be personally liable for any act or omission of any agent or employee selected by it or them or any of them, nor for any action taken
or not taken, in good faith in the belief that any deposited security or other instrument or any signature is genuine or
effective,
nor for anything done or not done under the advice
of counsel, nor for any error of judgment or mistake of law or fact, nor for anything except his, its or their own individual
wilful misconduct,
and neither the Committee nor any member
thereof shall be personally liable for acts or defaults of the other or of each other or of any other person or body, nor shall
Committee nor any of its members be liable for any failure to exercise any of the powers hereby granted. The determination of the Committee of the fair proportion of the compensation, if any, of any member of the Committee and the expenses and disbursements of the Committee payable
said
by any Depositor upon the termination of this Agreement, or upon his withdrawal therefrom in accordance with the provisions hereof, shall be final and conclusive. In no such event shall the liability of any Depositor (except for the actual charges incurred in any litigation in which the Committee may become involved either as parties thereto or by intervention or
recognition without becoming actual parties) exceed fifteen cents for each share of common stock represented by Certificates of Deposit surrendered upon such termination or with-
drawal unless a greater

hi writing
terest.
sum
shall
have been consented to
by the
said
Depositor or his predecessor in in-
The members of the Committee, whether personally interested as stockholders or not, shall be entitled to be reimbursed for their disbursements and expenses hereunder, and to such
reasonable compensation as the Committee
may
and any plan and Agreement
of
reorganization
determine, or read-
258
justment which the Committee

herein provided,
may
adopt or approve, as
may make
provision for all expenses of the
Committee.
The Committee may construe this Agreement and any plan adopted hereunder, and its construction thereof and action thereunder in good faith shall be final and conclusive. The Committee may supply any defect or omission or reconcile any inconsistencies in such manner and to such extent as may be deemed by it necessary or advisable to carry out the general purposes of this Agreement or of any such plan, properly and
9.
and the Committee shall be the sole judge of such necessity and advisability. It may attempt to carry one or more plans into effect and abandon or modify the same in any and all respects. The enumeration of specific powers hereby given to the Committee shall not be construed to limit or
effectively,
restrict the general
powers herein conferred or intended so to be,

it is
and
it is
distinctly declared that
the intention to confer
upon the Committee, in respect to all shares of stock deposited or to be deposited, and in all other respects, all powers which the Committee may deem necessary or expedient in or towards
any
the carrying out or performing the general purposes hereof in respect, even though such power be apparently of a chardetails to
acter not
now contemplated. The methods and means and be adopted shall be entirely discretionary with the Committee. The Committee shall have full power to organize any corporation provided for under any plan adopted hereunder and to vote upon any stock thereof, by proxy or otherwise, and to appoint or to concur in the appointment of trustees
in
of
any voting trust the company.

10.
therein, or in
any voting
trust in the stock
The Depositary
shall
be entitled to such compensation
for its services as depositary as the Committee shall fix by agreement with it. All directions or instructions given by the
Committee to, or powers conferred by the Committee upon, or acts done by the said Depositary hereunder shall be binding
upon the Depositors, notwithstanding the termination of this Agreement, or abandonment or modification hereof, or return
of the security.
proof
all
The Depositary may accept without further statements lodged with it by the Committee and act
STOCK TRANSACTIONS
259
it
thereon and shall be protected in all actions taken by pursuance of the instructions of the Committee.
in
The Depositary may

majority vote of
any time resign or be removed by a the Committee, and the Committee, by such
at
vote, may designate a new depositary. Upon receipt of a copy of such vote, duly authenticated by the Secretary of the Com-
of all charges and amounts due such depositary ceasing to act, it shall deliver over to the new depositary all property held by it under the terms of this Agree-
mittee,
and upon payment
ment and such new depositary shall receive all such property so delivered and shall hold the same under the terms of this Agreement, the same as if the new depositary were the Depositary named in this Agreement. The Committee may designate other Trust Companies or Banks as sub-depositaries, to receive upon deposit, under the terms of this Agreement, and to receipt as such sub-depositaries, for stock deposited hereunder, and to deliver the Certificates for such stock upon and subject to the order and direction of the Depositary. The Depositary shall not be, in any manner, liable or responsible for or
by reason
of
any act
or default
any sub-depositary agent or agents so designated and all parties hereto covenant and agree to indemnify and same said Depositary harmless from any loss or liability that may result
of to the Depositary
11.
by reason of any such designation. The Depositary or sub-depositary shall be bound only
to act with reference to the deposited stock or the funds paid to the Depositary or sub-depositary for the Committee or
with reference to any matter in connection with this agreement

or plan in accordance with the written directions of the Committee or a majority thereof, and the written directions of the
Committee or a majority thereof shall be a complete justification for any action or omission to act of the Depositary or subdepositary. The Depositary or sub-depositary and its attorneys and agents assume no liability for the execution of the
purposes of this agreement or any part thereof, nor for any error of judgment. Said Depositary or sub-depositary shall
incur no liability whatsoever, except for
wilful misconduct,
its
gross negligence or
and
shall
be protected in acting upon any
notice, consent, request, certificate, affidavit, letter, telegram
260
or other paper or document believed by it to be genuine and to have been signed or sent by the proper party. 12. The Committee is authorized and empowered to prepare
and adopt and approve a plan or plans
for the reorganization or readjustment of the affairs of the Company. It may with of and all the holders securities or of any negotiate obliga-
Company, or any Committee thereof, in respect to the provisions of such plan or the execution thereof on the part of the Depositors. Said plan or plans shall be in such form and
tions of the
contain such terms, powers and conditions as shall to the Committee seem equitable and fair, and may include the
appointment of trustees to hold and vote upon the stock, or
any part or any class of stock of the Company, or upon the stock or any part or any class of stock of the reorganized corporation, upon such terms and for such time as to the Committee may seem proper. Such plan or agreement may provide for the sale of the properties of the Company, and for the
purchase of all or any of the property at any foreclosure or other sale, or the acquisition of other property which, in the opinion of the Committee, may be advantageous for the pres-
improvement, development or protection of the with the Committee; for the organization of such corporation or corporations as may be suitable and for the acquisition in any manner by such corporation or corporations of such stock, securities or property; for the issue, disposition and distribution of all or any of the stock or bonds of
ervation,
securities deposited
the
new
sums
in cash
corporation or corporations; and for the raising of any deemed necessary by the Committee in its un-
any of the purposes of the organization or readjustment or for the reorganized corporation or corporations. In the event of the adoption or approval by the Committee of any such plan, a copy thereof shall be filed with the
Depositary and a brief notice of the filing of said plan shall a week for thereupon be published by the Committee
successive weeks in a newspaper published respecteach of the following cities and such filing of said plan and publication of said notice shall be conclusive notice to all Depositors of the adoption of said plan by said Committee. Any Depositor who may not assent
ively in
: ,
controlled discretion for
to such plan,
first
STOCK TRANSACTIONS
261
may, within
days after the date of the
and
publication of such notice, withdraw from this Agreement dissent from such plan at his option, by filing with the
Depositary a written notice of his dissent, specifying the dates of all Certificates of Deposit held by him, and of his desire to withdraw from this Agreement. Upon the filing of such notice of dissent and the payment for the account of the Committee of such sum as the Committee shall, in its discretion, fix as a fair proportion of the expenses and disbursements
and numbers
of the Committee payable by the Depositor so dissenting, on such withdrawal such Depositor shall be fully released from the
obligations of this Agreement and shall cease to have any rights hereunder and to be a party hereto and shall be entitled to receive from said Depositary, upon the surrender to it of the
Certificates of Deposit held by transfers thereof and upon the
required
by law, stock to cates of Deposit so surrendered. In the absence of any such express dissent filed
him with properly executed payment of all stamp taxes the amount set forth in the Certifi-
by any such
any such plan shall be conclusively and finally assumed and is hereby expressly conferred and irrevocably given, whether or not such Depositor
shall
Depositor, assent to and ratification of
have had actual notice of the adoption, approval or
filing
of such plan, or of the contents thereof. The Committee shall have power to determine whether a sufficient assent has been
made hereunder
under
shall
shall
this
to justify it in declaring any plan adopted Agreement to be operative, and such declaration
thereupon be filed with the Depositary and notice thereof be given in such manner as the Committee may deem
proper.
The Committee undertakes in good faith to endeavor to carry out any plan which may be declared operative under this Agreement if they deem it advisable, but it is expressly agreed
that the Committee assumes no responsibility or obligation whatsoever in respect thereto. 13. The deposited shares of stock shall be charged with the payment of the compensation, expenses and disbursements of
Committee and of the Depositary. The Committee is authorized to borrow such sums of money as may in its judgthe
262
ment be necessary for the payment of its compensation and expenses, and the compensation of its counsel, attorneys, agents and other employees, and the compensation and expenses of the depositary, and also such other sums as the Committee shall deem necessary for any purpose for the protection of the Depositors; and the Committee may pledge for the payment of the money so borrowed, the deposited stock, or a part thereof. Any pledge of or change upon the stock deposited
hereunder shall be
subject to the rights in respect of of the class and of the amount set stock Depositors to receive forth in the Certificates of Deposit respectively held by them,
made
when
under any of the provisions of this Agreeto the ment, subject compliance with the conditions in respect thereof in this Agreement set forth, upon making payment of
entitled thereto
their proportionate share of the expenses and disbursements to the Committee as provided in Section Eighth hereof. Noth-
ing in this Agreement shall obligate any Depositor to contribute or pay any sum of money except as a condition of obtaining the shares of stock represented by his Certificate of Deposit, upon the termination of this Agreement, or his withdrawal
therefrom in accordance with the provisions hereof, or as a condition of participating in any plan which provides for any such payment, and otherwise recourse shall be had only
against the deposited stock and other property in the possession of the Committee.
14. The Committee shall have power whenever it may deem proper to terminate this Agreement, either in whole or
from tune to time in respect to the stock deposited hereunder, and thereupon, upon surrender of the Certificates of Deposit to the Depositary, properly endorsed in blank, and upon payment to the Committee by the holders respectively of their fair proportion, as determined by the Committee, of the expenses and disbursements of the Committee, and upon pay-
ment
under
of all
shall
stamp taxes required by law, stock deposited herebe returned to or distributed among the holders
for the time being of the Certificates of Deposit, according to their respective interests in such stock. Any holder of a Certifi-
cate of Deposit, by the surrender of the Certificate and the receipt of any shares of stock distributed by the Committee
in
STOCK TRANSACTIONS
263
whole or in part of this Agreement, or allotted to such holder upon his withdrawal as hereinabove
provided, releases and discharges the Committee and the Depositary, and their agents, from all liability and accountability of any character or description whatsoever. Upon the termination in whole of this Agreement as aforesaid, the Committee
shall file with the Depositary its account of its expenses and disbursements, and the same shall be conclusive upon all Depositors hereunder.
provisions thereof shall bind and benefit the said parties hereto, each of their survivors, execu15.
all
This agreement and
tors, administrators, successors, and assigns, but shall not constitute and shall not create any trust or obligation of any
character in favor of
any person not a party hereto; and nothing

be construed to constitute a partnership
herein contained shall
between any of the parties hereto. IN WITNESS WHEREOF the Committee has subscribed this Agreement and the Depositors have become parties hereto by
the deposit of their Certificates for shares of stock of the Company and the receipt and acceptance of Certificates of Deposit
issued hereunder, as of the
day and year
first
above written.
Deposit Agreement
Contemplating Plan of Reorganization Another Form

this
AGREEMENT made
such holders of the
between
Bonds
"
of
(hereinafter called the
before
Company"), due on or and such holders of the debentures,
preferred stock, and other securities of or claims against the said Company, as shall become parties to this agreement in the
manner
hereinafter
provided
(hereinafter
called
the
'
De-
positors"), " called the Committee");
and
is
(hereinafter
WHEREAS, the Company

with which to continue
its
now without any quick

and
assets
business;
estate on
said Company is the owner of certain real which there is a power plant furnishing heat and power to buildings on the property, and buildings occupied by
WHEREAS, the
264
tenants,
and other buildings which might be leased or otherwise profitably employed, which power plant will be discontinued for lack of means to operate it, and all of which buildings and power plant will deteriorate in value, tenants, and opportunities
for leasing, or other use of the property lost
if
the property
it is
is
not kept up and used for the purposes to which
adapted;
and
WHEREAS, the
and the holders
holders of the
of
Bonds,
debentures, preferred stock, and other securities of or claims against the said Company, desire to
organize and unite for the protection of then- interests and thereby secure concerted action hi order to preserve the property and assets of the
Company;
Now, THEREFORE, in consideration of the premises and of the benefits and the advantages to be derived by them respectively from the union of interests and concert of action,
the Depositors, each for himself and not for any of the others, do hereby agree with each other and the Committee as follows 1. The Depositors hereby make, constitute and appoint the Committee and their respective successors selected as hereinafter provided, as a Committee for the purposes and with the powers in this agreement provided, and further hereby constitute and appoint said Committee, of
:
as the Depositary for the purposes stated in
this
agreement.
shall
A
be
Committee
filed
copy of this agreement signed by the with the said Depositary, and shall be
its
conclusive evidence of
Committee may
change
visions
shall
in its discretion
The authority to act as such. the which change Depositary,

it,
be
signified to the original
notice addressed
and mailed to
Depositary by a written postage prepaid, the pro-
hereof in relation
to the
appointment, rights and
duties, of the original
Depositary to apply to
any
successor
Depositary.
2.
The Depositors
deliver,
and do hereby
and
respectively agree to assign, transfer and assign, transfer and deliver to the Com-
mittee, the claims against the
Company, the bonds, debentures,

to receive
preferred stock,
all right
common
stock of the
documentary evidence of any such right, all hereinafter called "Securities," the nature, amount and class
all
Company and
of
STOCK TRANSACTIONS
All the
265
which
is
set forth at the
end hereof.
all
Bonds
shall
have attached
coupons.
All securities of the
Company, including stocks of whatever class, title to which passes by endorsement, except those in terms payable to bearer,
deposited as herein provided, shall be properly endorsed in blank without recourse, and all of said securities of the Comso deposited shall have attached thereto all stamps required by law, either Federal or State, to make the transfer
pany
effective
3.
of assignment is necessary, it be executed in blank, in such form as shall be approved by counsel to the Committee and shall have attached thereto all
shall
and legal. Whenever an instrument
stamps required by law, either Federal or State, to make the

transfer effective
4.
is hereby vested, under the terms of this agreement as Trustees of an express trust, with the legal title to all such bonds, debentures, preferred stock, rights and other securities and claims as may be deposited and endorsed or assigned under this agreement and to all coupons, if any, attached to any of said bonds or debentures, and all securities of whatever characted so deposited or assigned shall be held by the Depositary subject to the order of the Committee. 5. The deposit with the Depositary or the endorsement or assignment to the Committee or its nominee of any of said securities of whatever character shall constitute the respective
and The Committee
legal.
depositors parties to this agreement

benefits
force
and entitle them to the and bind them by all the terms hereof with the same and effect as if they had actually executed this agreement.
All securities deposited with or assigned to the Depositary or endorsed or assigned to the Committee's nominee, shall be held by the Depositary or by the said nominee, as the case may Neither the Debe, subject to the order of the Committee. positary, the
Committee nor
its
nominee
shall
be
liable for
any
action taken in good faith in the belief that the depositor or assignor of any securities of the Company is the lawful owner
and holder
thereof, or that any document or signature transferring or purporting to transfer any of said securities is genuine, but all loss or liability, if any, of the Depositary or of the Com-
mittee or of the Committee's nominee, caused otherwise than
266

faith shall
be conclusively deemed to be part of the expenses of the Committee as herein provided for. 6. Upon every such deposit, endorsement or assignment, a Certificate of Deposit shall be issued by the Depositary substantially in one of the forms hereto attached, stating the name
by bad
of the Depositor
and describing the character
of the security
and the amount thereof deposited, endorsed or the same shall be delivered to the Depositor.
represented
assigned, and The interest
by such certificate of deposit shall be assignable, to the terms and conditions of this agreement, by subject transfer upon the books kept by the Depositary for that pur-
pose by the holder thereof in person or by attorney upon the surrender of such certificate of deposit duly endorsed for transthe transfer of any certificate of deposit, the transfor all purposes be substituted for the prior holder, feree shall and the holders of the respective certificates of deposit may be
fer.
Upon
treated as absolute owners thereof and have
all of
the rights of
the original depositor, and neither the Committee nor the Depositary shall be affected by any notice to the contrary.
The Committee may,
in its discretion,
from time to time, cause
the transfer books of the certificates of deposit to be closed for such period or periods as it may deem expedient. The Com-
mittee may, from time to time, appoint such registrar or

registrars for certificates of deposit as it may deem advisable. 7. The Committee may exercise as to all of such bonds,
debentures, preferred stock, claims and rights, cidental to the ownership thereof, and any and
all rights inall
rights and to the holders of said securities. The legal powers appertaining Committee is hereby authorized and empowered at any time
and from time to time (1) to foreclose or otherwise enforce any and all mortgages or other liens upon the property or any part thereof of the Company; (2) to consent to the issuance and of Bonds of the delivery to Company equal in amount to the unsecured open indebtedness
,
of the
Company
to the said
pro rata to the
present issue of said bonds, but if the total amount of such bonds is not sufficient for this purpose, then to make pro rata
contributions of deposited bonds, if necessary, to accomplish the desired result; (3) to subordinate any mortgage or lien to
STOCK TRANSACTIONS
267
any other mortgage or lien upon all or any part of the property of the Company, to compound, pay, or otherwise satisfy any such mortgage or other lien, and to receive in consideration
therefor the stock, bonds, or other securities, of any corporation or corporations; (4) to consent that any mortgage or other lien upon part of the property of the Company may be made a lien
upon property
of the
Company
not
now
subject to such
lien,
should such consent be necessary to procure loans for the Company; (5) to sell from time to time all or any part of the property
of the
Company whether
real or personal at
such times and in
such manner cretion of the Committee shall seem just and proper, and itself at any such sale to buy in the property on behalf of the Depositors; (6) to exchange from time to time all or any part of
whether at public or private sale as in the dis-
said property, taking in return therefor other property either real or personal, including stocks, bonds and other securities;
(7) to
organize a
new
corporation to purchase
all
or
any part
of the property of the Company; (8) to operate all or any part of the property as a manufacturing or as a real estate proposi-
tion or otherwise, and to lease the same, to improve all or any part of the real estate, construct, alter or repair buildings, repair, add to, alter or discontinue the power plant; (9) to take
necessary or proper steps from time to time to elect or cause to be elected directors of the Company, appoint or cause to be
all
appointed officers thereof, and to hire and discharge or cause to be hired or discharged all employees of the Company of whatever rank and to determine their compensation; (10) to become parties to a new voting trust agreement relating to
either the preferred or common stock of the Company, to consent to amendments of the present voting trust agreement
under which the common stock of the Company has been deposited and from time to time to appoint new trustees under any such trust agreements; (11) to consent on behalf of the
Depositors to any of the acts and things hereinbefore mentioned, and to take such steps and execute such papers as
may
be either necessary or proper to carry out any of the fore-
going powers. 8. In addition to the foregoing powers the Committee at any time and from time to time may purchase or otherwise
268
acquire or enter into agreements for the purchase or acquisition of any of said securities or of any of the obligations or of any
of the property of the
Company
or of
any other company
or
corporation now or hereafter organized, as the Committee in its uncontrolled discretion may deem necessary for the protection or
sell
advancement
of the interests of the Depositors;
and
may
or exchange or enter into agreements for the sale or exchange of any of the said securities deposited hereunder or of
of stock, bonds, obligations, or other securities or other property purchased or acquired by the Committee for such considerations and upon such terms and conditions as the
any shares
Committee in its uncontrolled discretion may deem advantageous and for the interests of the Depositors. Any such sale or
exchange
may
provide for the sale or exchange of the deposited
securities for cash or property or in consideration for shares of
stock, bonds, obligations, or other securities of the Company and/or of any other company or corporation now or hereafter organized, or partly for cash and partly for any such shares of
stock, bonds, obligations or other securities or property, upon such terms and conditions as the Committee may in its un-
made by
clusive
controlled discretion determine, and any such sale or exchange the Committee in good faith shall be final and con-
The net proceeds of any such be distributed among the depositors subject to the pro visions -of this agreement and in accordance with the provisions and terms of a plan of reorganization or for the management and disposal of the properties of the Company which shall be adopted by the Committee and by those Depositors who do not withdraw their securities upon the conditions hereupon the Depositors.
sale shall
inafter set forth.

9.
the
The Committee is fully authorized and empowered, in name of the Committee as owner and holder of said secuany time and from time
rities or otherwise, at
to time, to take or institute or cause to be taken or instituted all such suits,
actions or proceedings, whether legal, equitable, in bankruptcy or otherwise, for the recovery of the principal of and/or interest upon any class or classes of said securities, or for any
other purpose which might affect the said Company or any of its property or any of the said securities, to intervene in or
become a party
proceedings,
to,
STOCK TRANSACTIONS
269
or exercise control over
any
suits, actions or
to procure the appointment of Receivers or Trustees in Bankruptcy, to give such directions, to execute such
papers, including powers of attorney, releases, waivers, acquittances in full or in part of any claims, and to do, execute and perform any and all such acts and things as to it shall seem
necessary or proper for the purpose of perfecting its title to any security endorsed or assigned to it or its nominee, or deposited
with the Depositary, or of protecting or enforcing the interests and rights of the depositors or otherwise for the purposes of this
agreement.
It
may demand,
collect
and receive any and
all
amounts
may be
of cash, securities or other property that at any time payable or receivable upon or in respect of the deposited
and whether upon any reorganization or readjustment of the Company, or disposition of its properties or otherwise, and may distribute the same
securities, either as principal or interest,
among the ment and
depositors subject to the provisions of this agree-
in accordance with the provisions and terms of a plan either of reorganization or for the management and disposal of the properties of the Company, which shall be adopted
by the Committee; it may make all requests and demands which the Committee may deem proper and may
or approved
exercise in its uncontrolled discretion in respect to the deposited securities all rights and powers vested in or conferred
of
upon the owners and holders of such securities, by the term any of said securities or of any instruments or writings creating or representing said securities, or by the Laws of the State
of
New
10.
York, or otherwise.
incur
liabilities as
it,
The Committee may make such expenditures and

in its
such indebtedness, obligations and

trolled discretion,
uncon-
may deem
and
to carry out fully
and expedient in order the effectively purposes of this agreejudicious
ment.
deposited securities and any property purchased by or on behalf of the Committee shall be charged with the payment of the compensation of the Committee and
11.
The
or acquired
expenses (including as part of the Committee's expenses wherever these expenses are referred to in this agreement, the compensation and expenses of the Depositary and of its counits
270
sel),

and
also with the
payment of the indebtedness, obligations the and Committee; but recourse therefor shall be had only against the deposited securities, and nothing contained in this agreement shall obligate any Depositor to conliabilities of
tribute or
pay any sum
of
money, except only as hereinafter
provided.
12. The Committee shall have power and may at any time and from time to time, at public or private sale, purchase
or cause to be purchased or may contract to purchase or in any manner acquire or cause to be acquired, and whether before or after the preparation or the adoption and approval
by it ment
of
any plan
or agreement of reorganization or readjust-
of the properties of the Company, as hereinafter provided, and for such considerations and upon such terms and
conditions
and subject
to such restrictions as the
Committee
expe-
in the exercise of its uncontrolled discretion dient, all or erty of the
may deem
any of the securities or all or any part of the propCompany, or any other property which in the of the Committee may be advantageously used by judgment or in connection with the business of the Company, or any property the acquisition of which the Committee may deem advantageous or advisable; but the Committee shall not be bound to make any such purchase or contract to purchase, and in case of any purchase, the deposited securities or any of them
may
be used in payment or in part payment of the purchase
price thereof, or the purchased property or the deposited securities or any other property acquired by or on behalf of the
Committee under any
of the provisions of this
agreement
may be pledged or charged for the purpose of procuring funds to make any such payment or to obtain such moneys as may
be necessary to discharge prior
liens
on the property purchased
and to pay the expenses of sale. 13. The Committee may deal with the property or any part thereof at any time purchased or acquired by it or on its behalf under the authority conferred by any of the provisions of this agreement in like manner as it is hereby authorized to deal with or in respect of the deposited securities or any of them, and
transfer such property or any part thereof, or cause the same to be transferred into the name of the Committee or its
may
STOCK TRANSACTIONS
271
nominees; may exercise any and all rights, powers and privileges vested in the owners and holders of the said property as such, and as the owners thereof or otherwise may take and institute
or cause to be taken
and
instituted, or intervene in or
become a
control over such suits, actions or prowhether legal or equitable, give such directions, execute such papers and do and perform such acts and things either under the instruments securing the said property or any
party
to, or exercise
ceedings,
part thereof or otherwise as the Committee shall deem judicious or proper, whether to enforce the security given for any such
property, or to procure the
terest of
payment
of the principal or in-
any such property, or otherwise to protect or enforce
the rights and interests of the Depositors; collect and receive all amounts that any time
may demand, may be due or
owing or payable upon or in respect of any such property, and whether for principal or for interest or otherwise; may elect to have the principal of any bonds, debentures, notes or other
obligations so acquired
by
it
become due and payable, and may
election; may use any bonds, debentures, notes or other obligations or any shares of stock or rights
withdraw any such
theretofore acquired by or deposited with the Committee in payment or in part payment of the purchase price thereof; may pledge or charge the purchased property and any property
held or acquired
by
or on behalf of the
Committee under the
any of the provisions of this agreement, or any or part portion thereof, for the purpose of procuring funds to
authority of
make any such payment
or to obtain such
moneys
as
may
be
necessary to discharge prior liens upon property purchased, and to pay the expenses of sale; may exercise all powers conferred
upoji the holders of any bonds, debentures, notes or other obligations or any shares of stock or rights acquired by or
deposited with the Committee under the authority of any of the provisions of this agreement under the terms of the instru-
ments securing the same or otherwise; and may vote or cause to be voted or otherwise exercise the rights of owner upon or in respect of all shares of stock, whether preferred or common or other securities, acquired by the Committee under the
authority of any of the provisions of this agreement. 14. The Committee may at any time and from time to time,
272
whether before or after the preparation or adoption and approval by it of any plan or agreement of reorganization or readjustment of the Company, its affairs and properties, as hereinafter provided, in such manner and at such price or prices and upon such terms and conditions as it may in its
uncontrolled discretion determine, sell, exchange, assign, transfer, set over or deliver any or all of the property held or pur-
chased by the Committee under the authority conferred upon by any of the provisions hereof, and generally may deal with any such property so held purchased or acquired hereunder
it
as
it
shall
deem most advantageous
in the interests of the
De-
positors. Any property held, purchased or acquired by the Committee under the authority conferred by any of the pro-
visions of this agreement or any part of such property, may, after the preparation or adoption or approval of a plan and
of reorganization or readjustment by the Committee, as hereinafter provided, be deposited thereunder or otherwise subjected thereto, and be held and disposed of by the Commit-
agreement
tee or the
manner
15.
therein provided
managers under any such plan or agreement in the and subject to the terms and condi-
tions thereof.
of securing funds necessary for the payment of the expenses and liabilities of the Committee, or to pay liens, charges, demands or assessments upon or in respect
For the purpose
or otherwise to protect the matters by this agreement committed to their charge or any of them, and in particular the property and securities or any portion thereof at any time purchased or acquired by or on behalf of the Committee under
to,
the authority conferred by any of the provisions of this agreement, the Committee may borrow and use such sums of money
upon such terms and subject to such conditions as hi its discretion it may deem wise and necessary to protect the interests of the Depositors, and for that purpose and to secure the repayment of such sums as may be so borrowed it may pledge or
hypothecate any part or
the deposited bonds, debentures, preferred stock, rights, or any property purchased or acquired by or on behalf of the Committee under the authority
all of
and
conferred
particular
by any
it
of the provisions of this agreement,
and
hi
may
so raise the necessary funds for
new
con-
struction or the
STOCK TRANSACTIONS
273
and the development generally of the property of the Company; and if any sums shall be collected by the Committee by or upon
making
of alterations
and
repairs
the deposited claims, bonds, debentures, preferred stock, or rights, the Committee may apply such moneys to the payment
and to the payment of its compensation, expenses and liabilities; and in extension of the powers herein conferred and not by way of limitation thereof the Committee may enter into an agreement with any lender that the rentals or other proceeds arising from the use of all or any of the property held, purchased or acquired by the Committee
of
any sum
so borrowed,
hereunder, after the payment of necessary operating expenses including the expenses of the Committee, shall be applied to the payment of his or its loan, or should the lender now own
any mortgage or other lien upon the property of the Company or any part thereof, the Committee may agree that any such rentals or other proceeds after the payments last hereinbefore specified shall be applied to the payment and satisfaction of the lender's mortgage or other lien before any part of such rentals or other proceeds shall be applied to any other purpose, or that property not now subject to any such mortgage or other lien, shall become subject thereto; but the Committee shall
have no power to make the Depositors individually liable for any amounts so borrowed, or for any obligations incurred by
it,
except as hereinafter provided. On borrowing money, as herein authorized, whether upon pledge or not, the Committee may give to the lender its
16.
promissory note or notes under the hand of its Chairman or other officer thereof by resolution authorized, for the sum so borrowed. The Committee may, in writing, direct the Depositary to hold the deposited securities or part thereof, as security for the repayment of
any designated any money ad-
vanced or to be advanced to the Committee, in which case such securities shall be, and shall be held by the Depositary as security for such advances, with the same effect as if they were actually deposited with the person making such advances
as security for the
17.
payment
thereof.
In general, the Committee
may do
all
such acts and
things whether herein
specifically set forth or not as the
Com-
274
mittee in
its

discretion
may deem
judicious
and proper
in
order fully and effectually to carry out the purposes of this
agreement.
18.
The Committee
it
shall
have power,
if
and whenever
in its
so to do, to prepare, either judgment or with itself in by acting any committee or comconjunction mittees representing the holders of bonds or of shares of the capital stock of the Company or of its other obligations, and
shall
become advisable
and agreement for the reorganization or readjustment Company, its affairs and properties, and including any one or more subsidiary companies or any of the other interests of the Company, or the Committee may approve and adopt any plan and agreement for such reorganization or
to adopt a plan
of the
readjustment, although not prepared by it. 19. Any such plan and agreement of reorganization or
readjustment
a.
may
sale,
For the
provide: barter or exchange of the deposited securifor sale or other dis-
ties or
6.
any
of
them.
For the purchase or acquisition or
position of all or any part of the property of the Company or of any subsidiary company at any public or private sale or for the purchase or acquisition or for the sale or other dis-
position of
interests.
c.
any one or more
of the
Company's
subsidiaries or
For the
sale or re-sale of
quired
by
or on behalf of the
visions of this agreement or
any property purchased or acCommittee under any of the proany part of such property, and for
the readjustment of any indebtedness to which said property or any part thereof may be subject.
d. For the purchase or acquisition of any other property which in the judgment of the Committee may be advantageous
for the preservation,
improvement, development, operation or
protection either of the property of the Company or of any other property the purchase or acquisition whereof may be
in, or contemplated or authorized by, any such and plan agreement. e. For the organization of such corporation or corporations as may be deemed suitable, and for the acquisition in any manner by such corporation or corporations or by the Company
provided for
or
STOCK TRANSACTIONS
275
by any other corporation, directly or indirectly, through stock or certificates representative thereof or otherwise, of the property of the Company or of any portion of such property, or of
/.
any other property.

issue, disposition
For the
and distribution
of all or
any
of
the shares of stock, of such classes, and of such rights and priorities as the Committee may deem proper, and bonds,
debentures, notes or other securities or evidences of indebtedness of any such corporation or corporations, or in lieu of the distribution of shares of stock or securities, of certificates
representing a beneficial interest therein. g. For the raising of any sums in cash
deemed by the Com-
mittee in its uncontrolled discretion to be necessary or expedient for any of the purposes of the reorganization or readjustment of the Company, its affairs and properties.
h.
For the continuance
of the present
Company with such
adjustment of its obligations and changes in its management as in the discretion of the Committee seem necessary.
i. For the institution of a voting or other trust to secure a measure of permanence in the management of the Company. j. For the operation by the Committee, through a new corporation organized by the Committee, or otherwise, of all or any part of the property of the Company or of any of its subsidiaries, whether now held or hereafter to be acquired by the Company or by the Committee, as a manufacturing or as a real estate proposition, or otherwise; and for the improvement
of the real estate, the construction, alteration or repair of buildings, or the operation or discontinuance of the power
plant. 20.
For the purpose of carrying out the terms of any such plan and agreement, the Committee, as the agent and attorney of the Depositors or otherwise may sell, exchange and deliver all the deposited securities or any of them, and may sell or resell, assign, transfer, deliver, convey and set over the property or any part thereof purchased or acquired by or on behalf of the Committee under the authority conferred by any of the provisions of this agreement. 21. Any sale or exchange of the deposited securities and any purchase or acquisition or sale or disposition of all or any of the
276
property or properties above mentioned and which shall be provided for in or authorized by any such plan and agreement shall be made for such consideration and upon such terms and
conditions as shall be expressed in said plan and agreement. 22. Any such plan and agreement of reorganization or re-
adjustment may be prepared or approved and adopted by the Commiteee, either before or after a sale (under foreclosure or otherwise) or a contract for the sale of the property of the
Company or any part thereof. 23. Any such plan and agreement may
constitute
and
appoint managers of the reorganization or readjustment under it, and provide for their compensation and expenses, and the
members
of the
Committee or any
of
them may
act as such
managers or may be members of any committee thereby constituted or therein referred to, and may make provision for
payment of the compensation and expenses of the Committee, and under any such plan and agreement the payment thereof, as well as of all indebtedness, obligations and liabilities
the
incurred by the Committee, may be charged upon the securities and property or any part of the securities or property at any time subject to such plan and agreement. Any such plan and agreement may contain any terms and provisions and confer upon the Committee or upon any other committee under such plan and agreement, or if such plan and agreement shall constitute managers of said reorganization or readjustment, on the managers thereunder, any powers and discretion which the
Committee in its uncontrolled discretion may deem proper or expedient, and although not expressed or contemplated in this agreement, and may impose such conditions on participation therein or in the benefits thereof as the Committee may, as aforesaid, deem wise; and full power and discretion in these
is conferred upon the Committee. Whenever the Committee shall have prepared or approved and adopted any such plan and agreement, a copy thereof shall be filed with the Depositary, and thereupon a brief notice of the fact of such preparation or approval and adoption and filing shall be mailed to each depositor postage
respects
24.
prepaid at his address appearing upon the books of the Depositary, and may, if the Committee deems it necessary, be pub-
lished
STOCK TRANSACTIONS
277
by the Committee
at least twice in each
week
for
two
successive weeks in such two newspapers of general circulation and the other in published one in the
,
the
as the
Committee
shall select;
and
the mailing, or publication, of said notice shall be conclusive notice as of the date of mailing or of its first publication to all the Depositors and to all holders of certificates of deposit of the preparation or approval and adoption of such plan and agreement by the Committee and of the filing of a copy thereof
with the Depositary.

25. Any holder of a certificate of deposit may at any time within the period of thirty days commencing on the date of the mailing as hereinbefore provided or of the first publication of such notice of the preparation or approval and adoption
of
any plan and agreement by the Committee, upon surrender

a properly executed transfer
of his certificate of deposit with
thereof to the Depositary, and upon prior payment to the Depositary, should the Committee so require, for the account
of the
in its sole
Committee, of such an amount as the Committee may, and uncontrolled discretion, fix as a fair contribution
on his part (not exceeding of the par value of the securities deposited by him) towards the expenses of the Committee, withdraw from this agreement. The Committee may also
require any holder of any certificate of deposit so withdrawing, as a condition of such withdrawal, to pay to the Committee
such pro rata share as the Committee may prescribe of any advances which may have been made by or to the Committee
for purposes other than its expenses, in which event the withdrawing certificate holder shall receive such evidence of interest
advances as the Committee, in its sole and uncontrolled discretion, may prescribe. Upon such payments being made if required, any holder of a certificate of deposit shall be
in such
entitled to receive the securities represented
by his
certificate of
deposit. Upon such withdrawal, and without further act, holders of certificates of deposit shall be fully relieved from the
obligations of this agreement and shall cease to have any rights hereunder, except as may be expressed in such evidence
of interest,
receive
if any, in the Committee's advances as they may from the Committee. Holders of certificates of deposit
278
who do not
so withdraw within said period of thirty days shall be conclusively and finally deemed for all purposes to have irrevocably waived the right of withdrawal hereby given to them, and such plan and agreement shall be binding on all holders of certificates of deposit who shall not have so withdrawn their deposited securities, all of whom shall be conclusively and finally deemed for all purposes to have assented to the said plan and agreement and the terms thereof, whether they received actual notice, or not, and be irrevocably bound
and concluded by the same. No holder of any deposit shall, at any time prior to the mailing, or
certificate of
first publication of such notice of the preparation, or approval and adoption by the Committee of a plan of reorganization and readjustment
be entitled to withdraw from this agreement or to receive the

deposited securities represented by the certificate of deposit held by him, except as provided by the next succeeding paragraph of this agreement and except also in the event of the
amendment
Articles Eighth
or termination of this agreement as provided by and Ninth hereof and then only subject to the
conditions and limitations in said respective articles provided. 26. In the event that no notice of the preparation or ap-
proval and adoption of any plan and agreement of reorganization or readjustment shall be given by the Committee within
five years
from the date
of this
agreement by the mailing
of or
publication of such notice within said period of five from the date hereof, any holder of a certificate of years deposit may, after the expiration of said period of five years,
by the
first
withdraw from
this
agreement upon surrender of
his certificate
of deposit, with a properly executed transfer thereof to the Depositary and upon prior payment to the Depositary, should
the Committee so require, for the account of the Committee, of such sums as the Committee is empowered hereunder to fix in case of a withdrawal by a Depositor of his securities within
thirty days of the mailing or publication of notice of the adoption of a plan, and thereupon he shall be entitled to receive
the securities deposited by him and described in his certificate of deposit to the amount represented by his certificate of
deposit; provided, however, that tion or approval and adoption of
any notice of the preparaany such plan and agreement

if
STOCK TRANSACTIONS
279
or reorganization or readjustment shall be given by the Committee in the manner hereinbefore provided after the expiration
of said period of five years from the date of this agreement, no holder of any certificate of deposit who shall not, prior to the
date of the mailing or of the
first
publication of such notice have

this paragraph, this agreement
withdrawn from
shall
agreement as provided in thereafter be entitled to withdraw from

this
except within the period of thirty days commencing on the date of the mailing or of the first publication of such notice as hereinbefore provided.
The Committee, as at any tune constituted, and notwithstanding any vacancy, shall have all the powers, rights and interests of the Committee as originally formed. The Committee may from time to time add to its numbers by election by the votes of a majority of its members as from time to time constituted, of an additional member or additional members, not to exceed five in number, and the member or members so elected shall have all the powers of the Committee under this agreement, and, together with those herein named or their
27.
successors, shall constitute such Committee, with the like force and effect as if they were specifically herein named as
parties of the second part.
Any member
of the
Committee
,
may resign by filing written notice of his resignation with the Chairman of the Committee, or with
any successor Depositary. In case at any time a vacancy shall occur in the Committee by death, resignation or otherwise, such vacancy may, but need not, unless the number of said Committee would thereby be reduced to less than two, be filled by a majority of the other members of the Committee by the selection and appointment of a successor to fill such vacancy. Should the number of the Committee at any
the Depositary, or
time be reduced to less than two, through death, resignation or otherwise, one vacancy may be filled by a majority in amount
of the depositors. Any successor shall have and may exercise all the
this
member
of the
Committee
powers and authority under agreement previously possessed by the person in whose place he shall have been elected or appointed, and to the same extent and effect as if he were herein named as one of the Committee.
280
28.
The Committee may
act
by a majority
of its
members
either at a meeting or in writing without a meeting. member of the Committee may vote or act by proxy
Any
may, but need not, be another member of and the vote or act of such proxy shall be as effective as the vote
proxy. Subject to the in the Committee may its absolute discretion provisions hereof, fix its rules of action and procedure, and may elect a Chairman
of
(who the Committee),
or act of such
member appointing such
the Committee and a Secretary, and

duties.
may
define their
powers and
The Committee may
limit or extend the
time within which, and fix the conditions under which, deposits may be made under this agreement, and may impose penalties in respect to deposits received after such limit shall have
expired,
either generally or in special instances may in its after the time limit has expired, accept deposits of discretion, securities or otherwise obtain the assent of the holders of any
securities to
this agreement and the terms and conditions and such power may be exercised by the Committee at
and
thereof,
any time during the continuance

determine in
its
of this agreement. It uncontrolled discretion whether or not
may
suffi-
cient securities
ment
to
have been deposited hereunder for this agreebecome operative, and the Committee's written
declaration filed with the Depositary that this agreement has become operative shall be conclusive and binding upon all Depositors hereunder. The Committee may also at any time
return to the Depositors any given class of securities deposited hereunder by such Depositors, upon such terms as to the Committee seems just, and thereafter the Committee shall act hereunder only for the Depositors of the securities of the class or classes not so returned. The Committee may appoint subcommittees and delegate to them specific powers. The written
member to any act, appointment, resolution, or consent shall have the same effect as if such member had voted
assent of any
for such act, appointment, resolution or consent at a of the Committee; and neither the Committee nor any
meeting
member
thereof shall be under
any obligation
to take
any action which
shall in his or their opinion render him or them personally liable unless the assenting depositors shall give him or them
good and
sufficient
indemnity.
29.
STOCK TRANSACTIONS
281
have the power to employ such Depositaries, counsel, attorneys, agents or employees as in its judgment shall be necessary or useful, and to pay them such compensation as it shall deem proper, and shall be entitled to a reasonable compensation for its services; any plan and agreeshall
The Committee
readjustment may provide for the such compensation. Neither the Committee payment nor any of its members nor the Depositary shall be personally liable for any act or omission of any agent, attorney or employee selected in good faith, nor for any error of judgment or mistake of law, nor for anything other than willful malfeasance. The Depositary in all things hereunder shall be subject to the directions of, and be responsible to, the Committee alone, and shall be fully protected in acting upon the instructions of the Committee. No member of the Committee shall be liable for the act or acts of any other member, nor for anything but his own
of all
willful malfeasance.
ment
of reorganization or
Any member of the Committee and any firm or corporawhich he may be a member or officer, and the Deposiits officers and agents, may be or become pecuniarily tary, interested in any property or matters which are or may become
30.
tion of
the subject of this agreement or of any plan and agreement of reorganization or readjustment which the Committee may pre-
pare or approve and adopt as herein provided, and may contract with the Committee or be a member or manager of any
other committee or of any syndicate which may contract with the Committee or be formed in contemplation of or in connection with
any plan and agreement
of reorganization or read-
justment of the Company, its affairs and properties. 31. The Committee is hereby authorized and empowered to
construe this agreement, and
its
made
in
good
faith, shall
be
final,
construction of the same, conclusive and binding upon
the Depositors and upon the holders of all certificates of deposit. It may supply defects and omissions herein, or may
make such
judgment may deem expedient or necessary to carry out the same properly and effectively, and its judgment, as to such expediency or necessity, The Committee shall have power, whenever in shall be final.
modifications as
it
in its
its
judgment
it
may
be advisable, to amend this agreement.
282
All

amendments
shall
be
filed
with the Depositary; but,
if
judgment of the Committee, which shall be conclusive and binding, any such amendment shall materially affect the
in the
rights of holders of certificates of deposit, notice of such filing shall be given to all Depositors by mailing, postage prepaid, to the address of the Depositor appearing on the books of the
Depositary, or by publication twice in each week for two successive weeks in such two newspapers of general circulation
published, one, in the as the
,
and the other
in the
Committee
shall select.
Any
holder
of a certificate of deposit
may
at any time within two weeks
after the mailing or the first publication of such notice, subject to the conditions of Article Fourth relating to the right of
withdrawal and upon the surrender of his certificate of deposit properly endorsed in blank to the Depositary, withdraw from this agreement, and thereupon he shall be entitled to receive
securities of the class deposited
by him and described
in his
certificate of deposit to the amount represented by his certificate of deposit. Holders of certificates of deposit so withdrawing
shall,
upon such withdrawal, without any further
act,
be fully
relieved from the obligations of this agreement, and shall cease to have any rights hereunder. Holders of certificates of deposit
who do not so withdraw within said period

conclusively and finally
of
two weeks
shall
be
deemed
all
for all purposes irrevocably
bound and concluded by

filing thereof.
such amendments, and whether
or not they received actual notice of such
amendments
or of the
32. If for any reason the Committee shall consider it expedient at any time to terminate this agreement it may do so, giving like notice of its election so to do as hereinbefore pro-
vided in respect of the amendment of this agreement. In the event of such termination of this agreement, holders of certificates of deposit shall,
upon making the payments required
by Article Fourth in case of the exercise of the right of withdrawal, and on surrender of their certificates of deposit properly endorsed in blank to the Depositary, be entitled to the delivery of securities of the class deposited by them and de-
scribed in the certificate of deposit to the
amount represented
by
their certificates of deposit.
COKPOKATE AGREEMENTS
33.
STOCK TRANSACTIONS
283
Upon
election of the
the termination of this agreement, either by the Committee as aforesaid or upon the accom-
plishment of the purposes thereof and after the payment in full of the compensation and expenses of the Committee and also of all of its indebtedness, obligations and liabilities, the money or other property acquired by or on behalf of the Committee and not previously or simultaneously sold, contracted to be sold or otherwise disposed of by the Committee, shall be
distributed
among
the holders of the outstanding certificates of
deposit issued under this agreement in accordance with such reasonable regulations as the Committee may prescribe and
upon surrender to the Depositary
of their respective certificates
of deposit properly endorsed in blank. 34. The Committee shall keep books of account of its re-
and disbursements, and a record of its proceedings, and the termination of its duties, its accounts, including the upon account of its expenses and disbursements, or a duplicate
ceipts
thereof shall be filed with the Depositary hereunder, and thereupon the Committee shall be discharged from all its duties and
The Committee may thereupon give notice of the by mailing or by publication as provided herein with reference to amendments to this agreement. Unless legal
obligations. filing thereof
proceedings impeaching the correctness of such accounts shall be duly commenced within thirty days after the date of mailing or of the last publication of such notice, such statement of
accounts as against
clusively
35.
presumed
parties interested therein shall be conto be in all respects correct.

all
Holders of certificates of deposit by the receipt of any shares of stock, securities, cash or other property distributed by the Committee and the surrender of their certificates of deposit,
shall
be conclusively deemed to have released and discharged the Committee and the Depositary from all liability and accountability of every kind, character and description whatsoenumeration of special powers by any of the provisions of this agreement shall be construed to limit any grant of general powers contained in or conferred by any of the provisions hereof or to restrict the Committee to a method or plan of dealing with the property and assets of the Company.
36.
ever.
No
284
37.
The Committee, by the execution and

is
delivery of this
not under any obligation, legal or equitable, exor pressed implied, to any holder of securities who shall not same hereunder, nor to any person whomsoever the deposit other than the holders of certificates of deposit issued in accordance with the terms of this agreement. 38. This agreement may be executed in as many counterparts as desired, each of which so executed shall be deemed to be an original, and such counterparts shall together constitute but one and the same instrument. 39. This agreement and all the provisions thereof shall extend to and be obligatory upon the parties hereto, and their and each of their heirs, executors, administrators, successors,
agreement,
successors in office
40.
and assigns respectively. Whatever shall be done under this agreement
shall
be
subject to the stipulations herein contained for the proportionate benefit and advantage of the Depositors according to
the
amount of said securities held by them respectively. IN WITNESS WHEREOF, the parties hereto have duly executed
instrument the day and year
first
this
above written.
Committee.
PAR VALUE AND CLASS OF OBLIGATIONS DEPOSITED HEREUNDER

Preferred Stock and
Bonds
Debentures
Rights to Common Stock
STOCK TRANSACTIONS
285
SCHEDULE
CERTIFICATE OF DEPOSIT OF BONDS

Deposited under an agreement dated by and between and Holders of Committee, Bonds of the and holders of debentures, preferred stock, and other securities of or claims against
,
the said
Company,
as parties thereto.
No
The
from
hereby
certifies
that
it
$ has received
bonds
of
the
issue aforesaid of the face value of principal of dollars ($ ) (with all coupons maturing
tions of
and
, attached), subject to the terms deliverable as stated in the above
on and after and condimentioned
agreement.
The holder
hereof assents to and
is
bound by the
provisions of the said agreement by receiving this certificate, and is entitled to receive all the securities, benefits and ad-
vantages to which the depositor of said bonds is or may become entitled pursuant to the provisions of said agreement.
interest represented by this certificate is assignable, subject to the terms and conditions of said agreement, by
The
transfer
upon books kept by
this
Company
for that purpose-
by the holder hereof
in person or by attorney upon the sur, render of this certificate duly endorsed for transfer. Dated,
Depositary.
By
Vice-President.
Assistant Secretary.
(Reverse)
For value received, and transfer unto
hereby sell, assign the within certificate,
286

all rights
and
and interests represented thereby, and do hereby constitute and appoint irrevocably attorney, to transfer the same on the books of said Trust Company, with
power Dated
of substitution in the premises.
full
[L. s.]
In the Presence of
NOTICE: The signature to this assignment must correspond with the name as written upon the face of the certificate in every particular, without alteration or enlargement, or any change whatever.
SCHEDULE
CEETIFICATE OF DEPOSIT OF DEBENTURES OF
Deposited under an agreement dated by and between Committee, and the Holders of Bonds of the and Holders
, , ,
of Debentures, Preferred Stock, and other securities of or claims against the said Company, as parties thereto.
No
The
from
hereby certifies that debentures of the
,
it
$ has received
Company, dated
dollars
($
of
),
the
principal sum of subject to the terms

in the
and conditions
of
and deliverable as stated
above men-
tioned agreement. The holder hereof assents to and is bound by the provisions of the said agreement by receiving this
certificate, and is entitled to receive all the securities, benefits and advantages to which the depositor of said debentures is or
STOCK TRANSACTIONS
287
may become
ment.
entitled pursuant to the provisions of said agree-
The interest represented by this certificate is assignable, subject to the terms and conditions of said agreement, by transfer upon books kept by this Company for that purpose,
by the holder thereof
Dated,
Depositary.
in person or
by attorney upon the surren-
der of this certificate duly endorsed for transfer.
By
Vice-President.
(Reverse.)
For value received, hereby sell, assign and transfer unto the within certificate and all rights and interests represented thereby, and do hereby attorirrevocably constitute and appoint to transfer the on books of said Trust same the ney, Company,
with
full
power
of substitution in the premises.
Dated,
[L.S.]
In the presence of
NOTICE: The signature to

with the
name
as written
upon the face
this assignment must correspond of the certificate in
every particular, without alteration or enlargement, or any change whatever.
288
SCHEDULE
CERTIFICATE OF DEPOSIT OF STOCK

(Preferred Stock
and Rights
OF
to
Common
Stock)
COMPANY.
Deposited under an agreement dated
by and between
,
Committee,
and the Holders Bonds of the
of
Company, and Holders of Debentures, Preferred and other securities of or claims against the said ComStock,
pany, as parties thereto.
No
The
tifies
hereby cerit
that
has received from
shares of the Preferred Stock (Asshares of the Comsignment of rights to mon Stock under the plan of reorganization dated
of
the
Company,
be-
endorsed in blank and being subject to the terms and conditions of the above The holder hereof assents to and mentioned agreement. is bound by the provisions of the said agreement by receiving
ing Certificates
this certificate,
No
benefits
and
entitled to receive all the securities, advantages to which the depositor of said stock
is
and
and
rights is or may of said agreement.
become
entitled pursuant to the provisions
interest represented by this certificate is assignable subject to the terms and conditions of said agreement, by transfer upon books kept by this Company for' that purpose, by
The
STOCK TRANSACTIONS
289
the holder thereof in person or by attorney upon the surrender

of this certificate duly endorsed for transfer.
Dated
Depositary.
By
Vice-President.
(Reverse.)
For value received, assign and transfer unto the within certificate, and all rights
thereby,
hereby
sell,
,
and
interests represented
and do hereby irrevocably constitute and appoint attorney, to transfer the same
of said Trust
on the books
Company, with
full
power
of sub-
stitution in the premises.
Dated
[L. s.]
In the Presence of
assignment must correspond the face of the certificate in upon every particular, without alteration or enlargement, or any change whatever.
this
with the
name
as written
SCHEDULE
CERTIFICATE OF DEPOSIT OF CLAIMS (Other than Bonds and Debentures)
AGAINST
COMPANY
Deposited under an agreement dated
290
by and between
,
Committee, and the Holders of
Bonds
of
the
Company, and Holders

Stock,
and
of Debentures, Preferred other securities of or claims against the said Com-
pany, as parties thereto.
No
The
tifies
hereby
that
it
cer-
has received from
an assignment
Company
claim
.
in
was and is
of a claim against the the principal sum of $ payable on the

:
which
day
of
of the following character
subject to the terms and conditions of the above-mentioned agreement. The holder hereof assents to and is bound by the
provisions of the said agreement by receiving this certificate, and is entitled to receive all the securities, benefits and ad-
vantages to which the depositor of said claim
is
or
may become
entitled pursuant to the provisions of said agreement. The interest represented by this certificate is assignable, subject to the terms and conditions of said agreement, by
upon books kept by this Company for that purpose, the holder thereof in person or by attorney upon the surby render of this certificate duly endorsed for transfer.
transfer
Dated
Depositary.
By
Vice-Presideht.
(Reverse)
For value received, hereby sell, assign and transfer unto the within certificate, and all rights and
interests represented
STOCK TRANSACTIONS
291
thereby, and do hereby irrevocably constitute and appoint attorney, to transfer the same
on the books
Dated,
of said Trust
Company, with
full
power
of sub-
stitution in the premises.
[L. s.]
In the presence of
assignment must correspond the face of the certificate in upon or enlargement, or any without alteration every particular, change whatever.
this
with the
name
as written
Deposit Agreement
Option to Purchase Stock

dated
(hereinafter
,
DEPOSIT AGREEMENT between
called
Mr.
X.),
of the
and such other holders
Corporation preferred stock of as shall become parties hereto in the manner hereinafter provided (hereinafter called the Depositors), and
COMPANY
Mr. X.
(hereinafter called the Depositary),

is
the owner and holder of
of the par value of
shares, dollars each, of preferred stock of Corporation (hereinafter called the corpo-
ration).
In addition to said preferred stock held by the Depositor, the Corporation has issued and there are now outstanding
shares of
its
preferred stock.
or retirement
dollars
The Corporation contemplates the purchase
of its outstanding preferred stock at the price of
per share and Mr. X. has agreed with the Depositors for the benefit of and the other Depositors, that one-half of all moneys received by Mr. X. or any other subseshares of preferred stock or any part quent holder of said thereof upon such purchase or retirement by Corporation, shall be applied as hereinafter provided to the purchase, at the price of $ per share, of such other of the
292
preferred stock of the Depositors as is not purchased or retired by the Corporation itself.
Now, THEREFORE, THIS AGREEMENT WITNESSETH, That

the parties hereto have agreed among each other as follows: 1. The Depositors agree forthwith to deposit hereunder all
of preferred stock of the Corporation, owned by him; and any holder of preferred stock of Corporation other than the
shares
shares held by Mr. X., may become a party to this agreement and thereby a Depositor by depositing with the Depositary at the certificates for his preferred any time prior to stock properly endorsed in blank and stamped for transfer;
,
provided, however, that the period within which such deposits may be made may be extended for such period as Mr. X. and
may agree upon and certify in writing to the Depositary; and provided further that no deposit shall be made after the Depositary shall have received any moneys
from
Corporation or from Mr. X. pursuant
to the provisions of paragraph 3 or paragraph 8 hereof. All preferred stock so deposited shall be held by the Depositary in
an account which
" be called Depositors Stock Account. Upon such deposit each Depositor shall receive from the Depositary a receipt substantially in the following form:
shall
"
Deposit Receipt
for
Preferred Stock of
Corporation
in Depositors' Stock Account,
Under Deposit Agreement dated

between
X., stock
and
of
certain other holders of preferred
Corporation,
and
the
underthat
it
signed as Depositary.
The undersigned Depositary hereby
certifies
has received from
tificates
STOCK TRANSACTIONS
293
cer-
for
stock of
Depositors' Stock terms and conditions stated in the above mentioned
preferred Corporation for deposit in the Account under and subject to the
shares
of
Deposit Agreement.
to,
The
registered holder hereof assents
and is bound by, the provisions of said Deposit Agreement by receiving this receipt and is entitled to the benefits to which the Depositor of said stock is or may become entitled to pursuant to the terms and conditions of said Deposit Agreement, an original counterpart of which is on file and open for inspection at the office of
the undersigned Depositary in the City of Said Deposit Agreement provides for its termination on
,
or
upon the
earlier
happening of certain
events specified therein.
by this receipt is assignable the terms and conditions of said Deposit subject Agreement by transfer on the books kept at the office of the Depositary for that purpose, by the registered
interest represented
The
to
holder hereof in person or by attorney, and the notation of such transfer hereon by the Depositary, upon presentation
of
this
receipt for that purpose,
and payment
of
the
transfer tax
and other charges,
if
any, in connection with
such transfer.
Depositary.
By
Dated
(Reverse Side)
For value received r hereby sells, assigns and transfers unto the within Deposit Receipt and all rights and interest represented thereby, and do hereby irrevocably constitute and appoint true and lawful attorney to transfer the same on the
294

books
full
of of substitution.
Trust Company, with
power
Dated
In the presence of
NOTE No
:
writing under these columns except

:
by the De-
positary
Signature of
Date
of Transfer
Name
of Transferee
Depositary
Notation of payments under Paragraph 6 or said Deposit Agreement.
Date
of
Payment
Amount Paid
Signature of Depositary
by said receipts may be assigned to of this agreement only by the terms and conditions subject transfer on the books kept at the office of the Depositary for
interest represented
The
that purpose
by the
registered holders thereof in person or
by
attorney, and the notation of such transfers on such receipts by the Depositary, upon presentation of the receipts for that purpose and payment of the transfer taxes and, if the Deposi-
tary shall so require, a charge not exceeding ten cents for each share of preferred stock at the time represented by such certificate and not exceeding in the aggregate one dollar for each transfer. All the transferees of such receipts shall be
parties to this agreement
and
shall
be included within the term
"Depositors."
Mr. X. has simultaneously with the execution agreement depositecT with the Depositary said
2.
of this
shares of preferred stock properly endorsed in blank and stamped for transfer. Said shares, together with any additional shares acquired or purchased pursuant to the provisions of
paragraph 4 hereof for account of the holders of receipts issued under this paragraph 2, shall be held by the Depositary in a
COKPORATE AGREEMENTS
STOCK TRANSACTIONS
295
separate account which shall be called "Purchasers Stock Account." Mr. X. shall receive in respect of said shares a receipt or receipts substantially in the following form:
Deposit Receipt
for
Preferred Stock of
in Purchasers Stock
Corporation
Account
Under
Deposit
Agreement
dated
between
X,
holders of preferred stock of and the undersigned as Depositary.
and
certain other
Corporation,
that
The undersigned
it
Depositary hereby certifies has received from Mr. X. certificates for
shares of preferred stock of

for deposit in the Purchasers
Corporation Stock Account under and

in the
subject to the terms

hereof assents to,
and conditions stated
above
holder
mentioned Deposit Agreement.
The
registered
by, the provisions of said Deposit Agreement by receiving this receipt and is entitled to the benefits to which the holder of a receipt in respect
is
and
bound
of such stock issued
under paragraph 2 of said Deposit
Agreement is or may become entitled pursuant to the terms and conditions of said Deposit Agreement, an original counterpart of which is on file and open for
inspection at the office of the undersigned Depositary in Said Deposit Agreement the City of
provides for
earlier
its
termination on
or
upon the
The
happening of certain events specified therein. interest represented by this receipt is assignable
to the terms and conditions of said Deposit Agreement by transfer on the books kept at the office of the Depositary for that purpose by Mr. X. or the registered transferee hereof inperson or by attorney, and the
subject
296

notation of such transfer hereon by the Depositary, upon presentation of this receipt for that purpose and payment
of the transfer taxes
and other charges,
if
any, in connec-
tion with such transfer.
Depositary.
by
Dated
(Reverse Side)
For value received hereby sells, astransfer unto and the signs within Deposit Receipt and all rights and interests represented thereby, and do hereby irrevocably constitute true and lawful attorney and appoint to transfer the same on the books of. Trust Company, with full power of substitution.
i
-i
Dated
In the presence of
Note:
No
writing under these columns except
by the
Depositary.
Signature of
Date
of transfer
of
Name
additional
of Transferee
Depositary
to
Notation
stock credited
the regis-
tered holder hereof under paragraph
IV
of said
Deposit
Agreement
Signature of
Date
of Crediting
Number
of Shares
Depositary
Notation of payments under paragraph VII of said

Deposit Agreement:
Signature of
Date
of
Payment
Amount
of
Payment
Depositary
The interest represented by said receipts may be assigned, subject to the terms and conditions of this Agreement, only
STOCK TRANSACTIONS
297
transfer on the books kept at the office of the Depositary for that purpose by the registered holders thereof in person or
by
by
attorney, and upon notation of such transfer on such receipts by the Depositary, upon presentation of the receipts for that purpose and payment of the transfer taxes and, if the
Depositary shall so require, a charge not exceeding cents for each share of preferred stock at the time represented by such certificate and not exceeding in the aggregate one dollar for each transfer. 3. From time to time, after the period for making deposits hereunder shall have expired, as the Depositary shall receive
from
Corporation any moneys for the purchase
or retirement of preferred stock, the Depositary shall deliver to the Corporation certificates for preferred
stock of a par value (disregarding accrued dividends) equal to the aggregate amount of moneys so received by the Depositary.
Subject to the provisions of paragraph 5 hereof the stock so delivered shall be taken from the Depositors Stock Account
and from the Purchasers Stock Account in proportions to the number of shares of preferred stock at the time in said accounts respectively and charged against the holders of receipts issued under paragraphs 1 and 2 hereof in proportion to the number
of shares of preferred stock at the tune to their credit, respectively;
and the moneys so received shall be paid into the Depositors Stock Account and into the Purchasers Stock Account and credited to the holders of said receipts in like proForthwith upon the payment into the Purchasers Stock Account of any moneys pursuant to the provisions of
4.
(a)
portions.
paragraph 3 of
this agreement, the Depositary shall, subject to the provisions of paragraph 5 hereof, apply one-half of the amount thereof to the purchase of preferred stock from the flat per Depositors Stock Account at the price of $
and shall pay the amount so applied into the Depositors Stock Account and shall transfer from the Depositors Stock Account to the Purchasers Stock Account the number of shares
share; so purchased.
(b)
Upon any such purchase and
transfer the
amount
so
applied shall be charged against the respective holders of
298
receipts issued under paragraph 2 hereof in proportion to the number of shares of preferred stock at the time to their credit,
respectively,
and
shall,
subject to the provisions of para-
graph 5 hereof, be credited to the respective holders of receipts issued under paragraph 1 hi proportion to the number of shares of preferred stock at the time to their credit, respectively. Notice of each such charging and crediting shall be given by
the Depositary by registered mail, addressed to the registered holders of such receipts, within fifteen days after each such
charging or crediting. (c) Upon any such purchase and transfer the shares so purchased shall, subject to the provisions of paragraph 5 hereof,
be taken ratably from the shares to the credit of, and shall be charged against, the respective holders of receipts issued under paragraph 1 in proportion to the number of shares at the time to their credit respectively; and they shall be credited to the respective holders of receipts issued under paragraph 2 hereof in proportion to the number of shares at the time to their credit,
respectively.
The Depositary shall, if so requested by the any such receipt issued under paragraph 2 and reimbursed by him for all transfer charges, cause the shares so purchased and transferred and credited to such holder (excepting, however, any fractions of shares), to be transferred into the name of such holder; provided, however, that simultaneously with such transfer the new certificates for such shares
registered holder of
be redeposited with the Depositary hi the Purchasers Stock Account properly endorsed in blank and stamped for transfer except that Mr. X. shall have the privilege of depositing money in place of stamps to be used in purchasing stamps when transfers may require them. The Depositary shall, upon request of the holder of any such receipt and presshall
entation
by him
of his receipt for that

,
purpose to the Deposnotation on said
itary at its office,

receipt of the
make
number
of shares so
purchased and transferred
and credited from time
to time to such holder.
5. The provisions of paragraph 3 and paragraph 4 of this Agreement are subject to the proviso that in delivering pre-
ferred stock to the

credit of,
Corporation out of stock to the
and apportioning moneys received from
STOCK TRANSACTIONS
299
Corporation for such stock among the holders of receipts issued under paragraphs 1 and 2, and in applying moneys paid into the Purchasers Stock Account to the purchase of preferred
stock from the Depositors Stock Account and charging the stock so purchased against, and crediting the proceeds thereof to, the holders of receipts issued under paragraph 1 hereof, fractions of shares shall be disregarded; and the Depositary
from time to time deliver to the Corporation under the provisions of paragraph 3 from the shares at the time to the credit of the respective holders of receipts under paragraphs 1 and 2 and shall from time to time transfer to the Purchasers Stock Account under the provisions of paragraph 4, from the shares at the time to the credit of the respective Depositors, in respect of each holder, the next lower number of full
shall
shares contained in the

of
number of shares produced, in the case action under paragraph 3 by the division on an exact pro
rata basis
among
1
paragraph
and paragraph 2 hereof
the respective holders of receipts issued under of moneys tendered by the
Corporation for stock, or, in the case of action under paragraph 4, by the distribution on an exact pro rata basis among the holders of receipts issued under paragraph 1 hereof of an exact one-half of moneys from time to time paid into the Purchasers Stock Account; it being intended that while all such purchases, charges, credits and distributions shall be
made from,
entitled thereto
against and to the interest of the persons subject or upon a pro rata basis as nearly as may be,
fractions of shares shall not be dealt with but shall be disre-
garded.
6. Subject to the provisions of paragraph 10 hereof, whenever the Depositary shall hold in the Depositors Stock Account
an amount of moneys equal to
cents for each share of
stock originally deposited in said account, such moneys shall be distributed to the respective registered holders of receipts issued
under the provisions of paragraph 1 hereof in proportion to the amount of moneys at the time to their credit respectively (other
than moneys previously ordered distributed) and payment of the amount so distributable shall be made to the registered holders of such receipts upon presentation of their receipts for proper notation thereon of such payment at the office of the
;
300
The Depositary shall, notDepositary, the that the in Depositors Stock Account withstanding moneys may be less than the amount aforesaid, make distribution of
such moneys in like proportion at any time in its discretion, shall make such distribution whenever requested by the holders of receipts issued under paragraph 1 representing onefourth in amount of the stock at the time in the Depositors Stock Account. Notice of each such distribution shall be given by the Depositary by registered mail addressed to the registered holders of such receipts within fifteen days after receipt by the
and
Depositary of moneys to an amount sufficient to require distribution under the terms of this paragraph 5, or upon its election to make any such distribution, or within fifteen days after request, as aforesaid, that it make such distribution.
Subject to the provisions of paragraph 10 hereof, whenever the Depositary shall hold in the Purchasers' Stock Accents for each count an amount of moneys equal to
7.
share of stock at the time held in said account and not required by the provisions of paragraph 4 hereof to be otherwise applied,
such moneys shall be distributed to the respective registered holders of receipts issued under the provisions of paragraph 2
hereof in proportion to the
amount
of
moneys
at the time to
their credit respectively (other than moneys previously ordered distributed) and payment of the amount so distributable shall
;
be made to the registered holders of such receipts upon presentation of their receipts for proper notation thereon of such
payment at the
office of the Depositary, Notice of each such distribution shall be given by the Depositary by registered mail addressed to the registered holders of such receipts as soon as practicable after receipt by the Depos-
itary of
8.
moneys
to
an amount
this
sufficient to require distribution

7.
under the terms of

under grant to
prior to
paragraph
The Depositors by the

,
deposit of
their
shares here-
to purchase at any time but not a part, of the shares held in the Depositors' Stock Account at the time of the exercise flat per share; such of such option, at the price of $ the with the Depositary for exercised by deposit option to be account of the Depositors' Stock Account of an amount equal
all,
Mr. X. an option
to $
STOCK TRANSACTIONS
301
per share for each share of stock at the time in said account. Upon such deposit the Depositary shall deliver to Mr. X. all the certificates for stock at the time
held in the Depositors' Stock Account and shall forthwith make distribution of the moneys and certificates held by it as
hereinafter in paragraph 9 provided.
9.
(a)
When
all
the stock in the Depositors' Stock Account
have been sold either to the or to the Purchasers' Stock Account, or (b) Whenever Mr. X. shall have exercised
shall
Corporation
his option as or hereof in paragraph 8 provided, (c) If such sale of all of said stock, or such exercise of said
option shall not have been completed prior to or then on

,
(d)
If
on or before
there shall not have been
deposited hereunder pursuant to the provisions of paragraph 1 shares of preferred stock, and Mr. hereof at least .\. X. shall file with the Depositary on or before.
.
notice of his election that this agreement shall termi-
nate, then
on
The Depositary
shall distribute
and pay over to the holders
of receipts issued under paragraph 1 hereof all moneys and certificates for preferred stock then held in the Depositors'
Stock Account and to their credit, respectively, and to the holders of receipts issued under paragraph 2 hereof all moneys and certificates for preferred stock then held in the Purchasers' Stock Account and to their credit, respectively, in each case
of the respective receipts for cancellation and subject to the provisions of paragraph 10 hereof. None of the stock, at any time held hereunder, shall be withdrawn or dis-
upon surrender
tributed except as in this paragraph 9 or in paragraph 3 or paragraph 8 hereof provided. Notice of such distribution
be given by the Depositary to all holders of said receipts by registered mail addressed to the registered holders thereof as soon as practicable after the occurrence of any event requiring distribution under the provisions of this paragraph 9. 10. The Depositary may advise with legal counsel and shall not be liable in respect of any action taken in good faith by it,
shall
and
shall
be entitled to reasonable compensation for
all services
302
rendered by it hereunder (the amount of such compensation to be approved by Mr and Mr. X.) with all such and reasonable expenses compensation, together necessarily incurred and actually disbursed by the Depositary,
be a ratable charge upon all stock deposited hereunder and upon any moneys paid by the Corporation to the in of stock deposited hereunder, and Depositary respect any to deduct such reasonable the Depositary shall be entitled compensation and expenses from the amounts so paid to it
shall
making any distribution or application thereof under the terms of this agreement; provided, however, that such compensation and expenses shall not exceed in the aggregate an amount equal to ten cents for each share of stock deposited
before
hereunder.
Out
of the first
moneys received by the Depositary
Corporation under the provisions of the 3 hereof, paragraph Depositary may set aside for the purpose of securing the payment of such compensation and expenses an
stock.
11.
from the
amount equal
in this
to five cents for each share of deposited

shall
Nothing
agreement contained
be construed
to vest in the Depositary, or to deprive the registered holder of any stock deposited hereunder of, the right to receive any
dividends which
may
be declared upon such stock or to vote
or to consent in respect of such stock at any stockholders' meeting or in connection with any other corporate proceedings of the Corporation.
IN WITNESS WHEREOF said Mr. X. and have this instrument under the other seal, signed Depositors have
hereto in the manner hereinbefore prothe vided, and Depositary has executed this instrument under seal, as of the day and year first above written.
or
(L. S.) (L. S.)
may become parties
By
Vice-President.
Attest:
STOCK TRANSACTIONS
303
Protective
Agreement
to
Deposit of Bonds with Committee Avoid Foreclosure of Mortgage

. .
AGREEMENT, made
.'
between
and
Protective Committee for
their
Bonds
"
successors, of
as a
(hereinafter called the Committee"), and the holders of record of certificates of deposit for such of said bonds " as shall be deposited hereunder (hereinafter called the De-
positors")?
WHEREAS, amount of
there are outstanding $
face
Bonds
"
of
Traction Company"), and said bonds (hereinafter called the are secured by an indenture made between the Traction
Company and
,
the
as Trustee, dated
and the pledge
of all the outstanding capital stock face amount of Bonds of
and
and $
(hereinafter called the "Railway Company") face amount of bonds of constituent or
associated companies, (the bonds and stock so pledged being hereinafter called "the pledged securities"); and
WHEREAS, amount of
pany and
said
there
are
outstanding
$
of the
face
Bonds
Railway Comof
,
bonds are secured by a mortgage or deed trust made by the Railway Company to as Trustee, dated and
;
WHEREAS, the Railway Company pay the interest upon its said
fell
is
in default for failure to
due on
amount, now gage or deed of trust securing said bonds, and
Bonds, which to a large due and payable and otherwise under the mort,
for failure to
pay taxes
WHEREAS,
foreclosed,
there
is
danger that the said mortgage
may
be
and
for this
holders of the said
and other reasons it is desirable for the bonds of the Traction Company to unite and
304
act

together for the maintenance and
protection
of
their
rights
and
interests
the Depositors, each for himself and not for any other, hereby agree with* each other, and with the Committee, as follows
Now, THEREFORE,
is hereby vested with the legal title to all bonds of the Traction Company which are deposited hereunder, and the Depositors hereby assign and transfer said bonds to the Committee, as trustee of an express trust, for the benefit and protection of the rights and interests of the Depositors, but subject to the terms and provisions of this agreement. 2. The Committee shall have power and authority to take such action and do such things as it may in its judgment deem to be necessary or desirable for the maintenance or protection of the rights or interests of the Depositors, including power and
1.
The Committee
of said
Trust Company of as Trustee under said indenture dated to exercise and enforce its rights and remedies under said indenture to purchase the pledged securities or any part thereof at any sale under said indenture or otherwise, and to use the deposited bonds in making payment therefor; to purchase or otherwise acquire, pay or make advances for the
authority to
cause
the
payment of, collect, sell, mortgage, pledge or otherwise dispose of, any bonds, coupons, debts or obligations of the Railway Company or the Traction Company, or any bonds, coupons, debts or obligations which are secured by pledge or lien upon any property owned or operated by the Railway Company or the Traction Company; to make investigations with reference to the property, debts, obligations, business and affairs of the Traction Company and the Railway Company, and to determine any questions of policy or management that may arise in
respect thereto ; to maintain, or cause others to maintain, suits, actions and other proceedings at law or in equity; to make,
execute and deliver demands, requests, consents, contracts and other instruments; to employ depositaries, counsel, attorneys,
accountants and other agents and to adjust and pay their compensation; to conduct, adopt and carry into effect any
STOCK TRANSACTIONS
305
deem expedient
other measures, proceedings or negotiations which it may in the interest of the Depositors to cause to be transferred to or registered in its name or the name of its
;
nominee, the deposited bonds, the pledged securities and any other bonds or stock which the Committee may acquire; to
exercise exclusively the right to vote or otherwise represent the same, and to collect the dividends and interest thereon, and
generally to exercise and enforce all or any of the rights and remedies appertaining thereto or to any other property which
the Committee may at any time acquire, and, in addition, to do any other act or thing which the Depositors, or any of them, could or might lawfully do if they had not deposited their bonds hereunder; and when and as deemed by the Committee to be necessary or desirable in the exercise of any of its powers
hereunder or for the payment of the obligations or expenses of the Committee, including the compensation of its members, or for any of the purposes of this agreement, the Committee may use any monies collected or received by it hereunder, and
have power to borrow money and to pledge or mortgage as security for the repayment thereof, with the usual power of sale and other provisions, all or any part of the property which the Committee may at any time hold or acquire, including the deposited bonds, the pledged securities, and all other stocks, bonds, coupons, debts and obligations; Provided, however, that the Committee shall not have power or authority to make any contract or assume any obligation in the name of the Depositors, and that no Depositor shall be personally bound by or liable upon any contract or obligation which the Committee may make or assume. 3. Holders of Bonds of the Traction Company may deposit their bonds with such Trust Company or Companies as the Committee may appoint to be the Depositary hereunder or with such agent or agents to act therefor as the Committee may deem desirable, during such time or times as the Committee may permit, and will be entitled to receive
shall
therefor certificates of deposit issued in their names. Registered bonds must be accompanied by instruments of assignment
approved by the Depositary, and coupon bonds must be accompanied by all coupons maturing on and after
306
In case of the deposit of bonds which, by reason of the advance
any exemption or not bonds common to all deposited hereunder, privilege appropriate notations will be made upon the certificates of The certificates of deposit will be deposit issued therefor. transferable only on the books of the Depositary upon sur-
payment
of taxes or otherwise, are entitled to
render thereof properly endorsed, in the names of the transferees.

4.
new
certificates being issued
The
deposit of bonds hereunder or acceptance of a certif-
icate of deposit therefor will be deemed the equivalent of execution of this agreement and all Depositors will be subject
and bound by the provisions of this agreement in the same manner and with the same effect as if they had executed the
to
same.
5. The Depositary will hold and deal with the deposited bonds subject to and in accordance with the orders of the Committee, and shall incur no liability for anything done or permitted to be done at the request or direction of the Com-
resign by giving to the Chairman or to members of the Committee, two Committee, any a notice of resignation, at least ten days before such resignation becomes effective, unless the Committee shall waive such
mittee.
The Depositary may
of the
notice or accept a shorter notice. The Depositary may at any time be removed by the Committee. The Depositary who
shall resign or
be removed, upon the payment of
all
charges
and moneys due to it, may deliver to or upon the order of the Committee the deposited bonds and any other property held by it for account of the Committee or the Depositors. The Depositary shall not be liable for any action taken in good faith in the belief that the Depositor of any bond is the lawful owner
and holder thereof. 6. The Committee may act by a majority
thereof, either at
a meeting or in writing without a meeting. Any member may vote or act by proxy appointed in writing, who may be another member of the Committee, or any other person approved by the" Committee. The Committee may appoint new members
so as to increase their
number, or to
fill
vacancies occurring by
death, resignation, or otherwise.
a secretary
The Committee may appoint who need not be a member of the Committee.
7.
STOCK TRANSACTIONS
307
The members
of the
Committee are
entitled to reasonable
compensation for their services, such compensation to be included and treated as part of the expenses of the Committee. The obligations and expenses of the Committee will be a charge upon all property at any time held by the Committee, prior and
superior to the rights and interests of the Depositors. 8. The members of the Committee shall hold all property as joint tenants and not as tenants in common, the title, rights
and powers
of the
Committee being vested exclusively
in those
persons who, for the time being, are members of the Committee. No member of the Committee shall be responsible or liable for
the act or omission of any other member, nor shall the
Com-
mittee or any member thereof be responsible or liable for the act or omission of any agent or employee selected in good
nor for any error of judgment, of fact, or of law, nor for anything except its or his own willful misconduct. Any member of the Committee may deposit bonds and become a
faith,
Depositor hereunder.
The Committee shall have power, from time to time, in the manner and subject to the right of withdrawal hereinafter provided, to amend this agreement, so as to provide for the
9.
reorganization or readjustment of the Traction Company or the Railway Company or both, or the disposition of the deposited bonds, the pledged securities or any other property
acquired by the Committee, or so as to enlarge the powers of the Committee, or make any other change in or addition to this
The Committee in such case shall file with the a Depositary copy of any proposed amendment and give to the Depositors notice thereof with a copy of the amendment, and, within twenty days after the giving of such notice, any Depositor may file with the Depositary written objection to the amendment. Within twenty days after the expiration of such time for filing objections, the Committee may adopt the
agreement.
amendment and give notice thereof to the Depositors, and thereupon the amendment will become effective and binding
upon
Depositors; Provided, however, that
all
if
per cent, in face
amount
of the deposited
Depositors representing thirty bonds file with the
Depositary objections to the amendment and the Committee
308
gives notice of 'adoption thereof, within the times provided therefor respectively, any Depositor so objecting will have the
right, within
adoption, to
twenty days after the giving of such notice of withdraw from this agreement, and to receive the
bonds represented by his certificate of deposit (such bonds, in case of a sale of the pledged securities, being appropriately stamped to show payment thereon of a distributive share of the proceeds of such sale) and his proportionate share of all
other property then held by the Committee, upon surrendering to the Depositary his certificate of deposit, properly endorsed,
and paying
to the
Committee such amount
as
it
may determine
and expenses
to be his proportionate share of its obligations incurred up to that time.

10.
If
is
the Committee shall at any time conclude that there no longer any occasion for continuing this agreement, it may
terminate the same by giving notice thereof to the Depositors, and thereupon each Depositor will be entitled to receive the bonds represented by his certificate of deposit (such bonds, in
case of a sale of the pledged securities, being appropriately stamped to show payment thereon of a distributive share of
the proceeds of such sale) and his proportionate share of all other property then held by the Committee, upon surrendering to the Depositary his certificate of deposit, properly endorsed, and paying to the Committee his proportionate share of its
obligations
11.
Any
and expenses. notice which the
Committee may
desire to give to
be given sufficiently and completely if it is published in two newspapers of general circulation in the City of New York and mailed in the City of New York to each Depositor who has furnished an address to the Committee, at
Depositors shall
the last address so furnished.
12.
The Committee may
in its discretion
waive any condi-
cases,
tion or requirement herein contained and may, in individual permit the deposit or withdrawal of bonds upon such
terms and conditions, other than those herein provided, as the Committee shall deem to be just and expedient. 13. If at the time of the withdrawal of any Depositor from, or the termination of, this agreement, the Committee shall hold any property which cannot conveniently be divided into
STOCK TRANSACTIONS
309
the shares which the several Depositors, or any thereof, may be entitled to receive as provided in paragraph 9 or paragraph 10 hereof, the Committee, in lieu of delivering to any Depositor his proportionate share of such property, may, by its own appraisal, fix the value of such share and pay to such Depositor the cash equivalent thereof, or may sell such property in such manner and at such price as it shall deem to be fair and proper, and may pay to such Depositor his proportionate share of the cash proceeds thereof. No Depositor who, in case of withdrawal from or termination of, this agreement, accepts the bonds represented by his certificate of deposit and what the
Committee tenders to him as his proportionate share of the other property then held by it, shall thereafter have any right or interest in this agreement, or in any property held by the Committee, or any right or claim against the Committee.
14.
The Committee owes no duty
or obligation to
anybody
other than holders of record of certificates of deposit for bonds deposited hereunder, and will be entitled for all purposes to
treat each holder of record of such a certificate as the absolute
owner thereof and the only person entitled to the

interests represented thereby.
rights
and
15. Unless the contrary appears to have been intended, words in the plural number shall include the singular thereof, and vice versa, and words of the male gender shall include the female and neuter genders, and vice versa. 16. In case of any doubt or ambiguity as to the meaning
of
any provision of this agreement, the interpretation thereof by the Committee made in good faith shall be conclusive and
binding upon the Depositors. The enumeration of specific powers shall not be construed to limit the scope of any general
powers hereby conferred upon the Committee.

17.
The undersigned, named

Committee.
as the
Committee hereunder,
agree to act as such
IN WITNESS WHEREOF, the members of the Committee have executed this agreement the day and year first above written and have filed the same with the Depositary.
310

of
Agreement Between Creditors
Bankrupt Corporation for

Interests
of the un-
Joint Action to Protect
Mutual
,
AGREEMENT made
between such
,
secured creditors of hereinafter called the " as shall become Corporation," parties to this agreement, " hereinafter called the and creditors," and " hereinafter called the Committee," and the " Bank, hereinafter called the Depositary," WHEREAS the Corporation is indebted to the various un,
.
.
secured creditors in the aggregate amount of $ and WHEREAS the Corporation was duly adjudicated a bankrupt
on or about the
day
of
it
and
to their best interests
WHEREAS
interests,
the Creditors
deem
propose to act together for the protection of their
and mutual
Now, THEREFORE, in consideration of the premises and of the undertakings herein contained, the Creditors, each for himself and not for any of the others, the Committee and Depositary, agree as follows:
1. The Committee and their respective successors are hereby constituted and appointed and agree with one another and with the Creditors to act as the committee to exercise the
powers and perform the duties hereinafter
set forth.
2. The Creditors, severally agree forthwith to deposit under the terms of this agreement with the Depositary at its office at proofs of their respective claims duly exe,
of attorney to the said Committee and their respective successors, irrevocable for the purposes of this agreement, and shall constitute part of this agreement as
cuted, together with
power
fully as
3.
though herein embodied.

agrees to issue
its receipt to
The Depositary
the Creditors
whose claims are deposited pursuant to the provisions of this agreement. The Committee may treat the person in whose name any receipt hereunder is issued as the absolute owner thereof, and of all rights of an original Depositor. 4. The Committee will institute an investigation into the affairs of the Corporation and report its findings and recommendations to the Creditors and submit a plan of action looking
STOCK TRANSACTIONS
311
toward a realization on said claims. The Committee shall file any such plan with the Depositary and mail a copy to each
Creditor at his address.
5.
The Committee,
in its sole discretion,
may
fix
as a fair
contribution for the compensation, expenses, liabilities, obligations and indebtedness of the Committee and Depositary a
sum not
exceeding
of the aggregate par value
of the deposited claims. 6. Any holder of a receipt shall
have the privilege, within and the after mailing of any plan aforedays filing said, to withdraw from said plan, and upon surrender of the said receipt, to receive the proof of claim and power of attorney.
who does not so withdraw within said period be conclusively and finally deemed for all purposes to have waived irrevocably the right to withdraw and such plan shall be binding on all Creditors who shall not have so withdrawn, and they shall be conclusively and finally deemed for all purposes to have assented to such plan and to the terms thereof whether they receive actual notice thereof or not and be irrevocably bound and concluded by the same. 7. The Committee shall be under no obligations to enforce or carry out any plan which it may propose, and it shall have full power to determine when a sufficient deposit or assent has been made hereunder to justify it in declaring any plan adopted under this agreement to be operative. 8. (a) The Committee may elect a chairman, may appoint a secretary and an assistant secretary who need not be members of the Committee and who shall keep a record of its acts and
Any
Creditor
shall
proceedings. Any member of the Committee may resign by giving notice of his resignation hi writing to the chairman or secretary and the committee may settle any account or transaction with such member and give a full release or discharge to him upon such resignation. The Committee may at any time add to its number and may fill all vacancies occurring in its number from any cause but need not necessarily do so and the Committee as at any time constituted, shall exercise all the powers and rights of the Committee as originally formed. Any member of the Committee may, by written proxy, authorize
any person, including any other member
of the
Committee, to
312
act in his place.
A majority of the members of the Committee a quorum for all purposes and all of the powers of the Committee may be exercised by a majority of its members either at a meeting or in writing without a meeting. Notice of any such action had without a meeting shall be forthwith given to all members not participating therein. The Committee may authorize and empower any one or more of its
shall constitute
members to exercise any of the powers of said committee. (b) The Committee may from time to time make, alter or rescind such rules and regulations for the transaction of its business as to it may seem advisable and may extend or limit the time within which and the conditions under which claims
be deposited. (c) Neither the Committee nor any of its members shall be under any obligation to take any action which shall in its or his
may
him or it personally liable unless the Creditors him good and sufficient indemnity. 9. The Depositary may resign and be discharged from all further obligations of any kind upon serving written notice of its resignation upon the chairman or secretary of the Comopinion render
it
give
or
mittee, and in that event a successor as Depositary may be appointed by the Committee. Such successor shall be vested with all the powers, rights and duties of the original Depositary
appointed hereunder, and outstanding receipts shall have the same force and effect as if issued by such successor Depositary.
10.
The Committee
shall
have power to employ such
Depositaries, attorneys, accountants, appraisers, agents or employees as in its discretion shall be necessary or useful and to
pay such compensation as
it
shall
deem proper and
shall
be
entitled to reasonable compensation for its services plan adopted may provide for the payment thereof.
and any
Neither
members nor the Depositary shall be personally liable for any act or omission of any agent, attorney or employee selected in good faith nor for any error of judgment or mistake of fact or law or for any thing other than his individual willful malfeasance. No member of the Committee shall be liable for the act or failure to act of any other member of the Committee. Neither the Committee nor
the Committee nor any of
its
any
of its
STOCK TRANSACTIONS
313
be personally liable for any act or omission of the Depositary. 11. The Committee is authorized and empowered to conshall
members
strue this agreement and any plan or agreement of reorganization, readjustment or sale adopted pursuant to this agreement
good faith shall be final, conclusive and binding upon the Creditors and upon the It may supply defects and omissions holders of receipts. herein or in any such plan or agreement or make such modification herein or therein as in its judgment may be expedient or necessary to carry out the same and its judgment as to such expediency or necessity shall be final. 12. (a) The Committee is hereby vested with power in its uncontrolled discretion to take such proceedings and steps, and to give such directions, in court or otherwise, as it may
its
and
construction of
same made
in
deem necessary
or proper for the purpose of protecting the
interests of the Creditors
and enforcing
their rights,
and may
exercise in respect to the claims deposited, all the rights and powers vested in or conferred upon the owners and holders of
such claims.
(b) The Committee may buy property of the corporation and pay therefor with deposited claims. (c) The Committee may borrow, for such period and upon such terms and conditions as it shall determine, but not to exceed the aforesaid of the total amount of claims deposited, such sums of money as in its judgment may be proper to enable it to meet its expenses or liabilities, or generally for any of the purposes of this agreement, and may charge or pledge the deposited claims for the payment of any sums so borrowed. The Committee shall keep an account of its receipts and expenditures and upon the termination of jts duties shall file a copy of such account with the Depositary and thereupon the Committee shall be discharged from all its duties and
obligations.
13.
Any member
which he
of the
Committee and any firm or corporaits
tion with
officers or agents,
may may make
be associated and the Depositary,
deposit of his, its or their claim
hereunder, the same as any other Creditor, and may be or become pecuniarily interested in any matters which are or may
314
be the subject of this agreement or of any plan or reorganization, readjustment or sale which the Committee may adopt as
herein provided.
14. The Depositary shall act as agent of the Committee and be protected in acting or omitting to act or for any action taken upon the written instructions of the Committee. That the claims deposited hereunder shall be held by the Depositary subject at all times to the order and full control of the Com-
mittee and the Depositary shall deliver the same or any of them upon written order of the Committee or a majority
thereof and shall be under no other liability. 15. The certificate of the chairman or secretary or assistant
Committee as to the action taken by the be conclusive upon the Depositary and upon the Creditors as to all acts and things so certified to have been done by the Committee.
secretary of the
Committee
shall
16. If for
pedient at
any reason the Committee shall consider it exany time to terminate this agreement, it may do so,
giving like notice of its election as hereinbefore provided with respect to the adoption of any plan. In the event of any such
termination, holders of receipts shall, on surrender of said receipts, be entitled to the delivery of the claims and powers of
attorney herein provided for. 17. All claims deposited hereunder shall be treated alike, and without preference one over the other, and all proceeds or
or other property that may be received or obtained by the said Committee hereunder shall be distributed pro rata among the Creditors according to their respective claims.
moneys
18.
Any
deemed 19. Each of the parties hereto agrees to execute, acknowledge and deliver any instruments necessary to carry this agreement into effect, and each of the Creditors agrees to submit any
further proof that
filed.
notice given as in this agreement provided shall be to be equivalent to actual notice.
may
be necessary to establish the claim
20. This agreement may be signed in counterparts and all such counterparts shall constitute one agreement. 21. This agreement shall be binding upon the parties hereto
their successors, legal representatives
and
assigns, respectively.
IN WITNESS
STOCK TRANSACTIONS
of the
315
WHEREOF
the
members
Committee have
subscribed this agreement as of the day and year first above written, the Creditors have caused these presents to be signed by persons and/or officers thereunto duly authorized, and,
in case of corporations, have caused the corporate seal to be hereto affixed, and have thereby become parties hereto, and the Depositary has caused these presents to be signed by persons
thereunto duly authorized, and
its
corporate seal to be affixed.
Reorganization Agreement
Railroad
,
Company
AGREEMENT dated
(herein called the
between
(herein-
Reorganization Managers") and a REORGANIZATION COMMITTEE of after called the "Old Company"), consisting of
"
"
(herein called the Reorganization Committee"), and HOLDERS of BONDS, CLAIMS, OBLIGATIONS and STOCK, hereinafter
named, who
parties to this agreement as herein provided, their successors and assigns, and the HOLDERS of
shall
become
CERTIFICATES OF DEPOSIT ISSUED UNDER OR MADE SUBJECT TO THE FOREGOING PLAN OF REORGANIZATION 1 AND THIS
AGREEMENT (hereinafter collectively called the " DEPOSITORS"), WlTNESSETH The parties, in consideration of their mutual agreements
:
herein, for the purpose of carrying out the foregoing Plan of
Reorganization, have mutually agreed and hereby do severally agree, each of the Depositors agreeing with the Reorganization Managers and the Reorganization Committee and with every
1
other Depositor, as follows:

1.
this
foregoing Plan is and shall be taken to be a part of Agreement with the same effect as though embodied herein,
shall
The
and the Plan and this Agreement and the same paper.
2.
be read as parts of one
sions of the foregoing
The Depositors hereby assent to and accept all the proviPlan and the same is hereby approved and
adopted.
3.
1
No
estimate,
statement, explanation or suggestion or

been omitted because of no par-
The Plan
of Reorganization referred to has
ticular value as
a precedent.
316
anything contained in the Plan or in the introductory statement prefixed thereto, or the accompanying exhibit, or this Agreement, or any circular or advertisement issued or hereafter
of the Reorganization Managers or the Reorganization Committee, or of the respective Committees hereinafter named, or of any Depositary, is intended or is to be
issued
by or on behalf
taken as a representation or as a condition of any deposit, subscription, assent or payment under the Plan and Agree-
ment; and no defect or error therein shall release any deposit under the Plan and Agreement, or affect or release any assent thereto or payment made or anything done thereunder or in connection therewith, except with the written consent of the
Reorganization Managers. 4. Holders of
this
Plan and Agreement Holders of certificates representing said bonds deposited under mentioned in the Plan, or the Agreement of
in the
, ,
Bonds may participate under manner provided in the Plan.
mentioned in the Plan, under the Agreement of who do not exercise the right of dissent and withdrawal conferred by said agreements, respectively, will be entitled to the benefits of this Plan and Agreement without the issue of new certificates and shall be irrevocably bound thereby. 5. Holders of (another class of) Bonds may participate under this Plan and Agreement in the manner provided in the Plan. Holders of certificates representing said bonds deposited under mentioned in the Plan, who do the Agreement of not exercise the right of dissent and withdrawal conferred by said Agreement, will be entitled to the benefits of this Plan and Agreement without the issue of new certificates and shall be
,
irrevocably
6.
bound thereby.
Holders of (a third class of) Bonds may participate under this Plan and Agreement in the manner provided in the Plan. Holders of certificates representing said bonds (a) deposited mentioned in the under the Agreement of Plan, who do not exercise the right of dissent and withdrawal
,
conferred
by Agreement of
said Agreement,
,
and (b) deposited under the mentioned in the Plan, when the
Plan becomes effective and binding upon them in the manner provided in the Plan and said Agreement, will be entitled to the
benefits of this
certificates
STOCK TRANSACTIONS
317
and
Plan and Agreement without the issue of new shall be irrevocably bound thereby.
(Similar provisions for various classes of securities)
7. All Depositors hereunder who are holders of certificates representing stock of the Old Company or certificates of deposit issued under said agreement of hereby severally
agree that prompt
payment
is
of the
sums by the Plan required
to
be made by them
an essential condition of participation by
them
or
severally in the new securities provided for in the Plan, any other right or benefit under the Plan and Agreement, and
make prompt payhim within any period ment by fixed or limited by the Plan or this Agreement or by the Reorganization Managers for such payment, forthwith and without
that any such Depositor
of
shall fail to
who
any sum
required to be paid
under the Plan or under such

therefor
further or other notice or action, shall cease to have any rights certificate or certificates of deposit
and shall cease to be entitled to any of the benefits thereunder and shall not be entitled to the return of the stock
represented by his said certificate or certificates or the repayment of any cash (or any installment of cash assessment or any
installment of the purchase price of securities purchased) theretofore paid by him, or to have any further notice or right
in respect thereof. The Reorganization Managers may, however, in their discretion, at any time accept payment of overdue
payment from any such Depositor. The Reorganization Managers may waive and remit any penalty
installments
of
prescribed either in the Plan or Agreement, or in pursuance thereof, and may also, whenever and upon such terms as they
deem proper, accept from any such Depositor the surrender of any certificate of deposit representing such stock issued under or subjected to the Plan, and upon receipt thereof
shall
and
in
exchange therefor they
may
surrender and deliver
deposited stock to the amounts stated in such certificates of

deposit respectively.
8.
The Reorganization Managers may determine who
are or
318
shall
be creditors under the Plan (subject to the adjustments already made with certain creditors) and the terms and manner in which creditors may participate under the Plan and the The Reorsecurities thereunder to be used in that respect.
ganization Managers are hereby authorized and directed to take all steps necessary to carry into effect all adjustments heretofore made with creditors.
Certificates of deposit issued under the several deposit agreements herein and in the Plan mentioned are hereby
9.
adopted as certificates of deposit under the Plan and Agreement. All references herein and in the Plan to certificates of deposit under or subject to the Plan shall be deemed to include such certificates so adopted as well as new certificates issued under the Plan. 10. Any holder of any certificate of deposit issued under any
of the Deposit Agreements aforesaid may present the same to one of the Depositaries under the Plan or to the Depositary
which issued
it
for the
purpose of having notation made upon
his certificate of deposit that such certificate of deposit is held subject to the Plan and this Agreement and that the holder
all the terms and provisions thereof, and notation shall be made by such Depositary. such thereupon
thereof has assented to
11. All certificates of deposit subject to
interests
shall
represented thereby, and
all rights
the Plan, and the by virtue thereof,
of the Plan
be transferable only subject to the terms and conditions and Agreement and in such manner as the Reorganization Managers shall approve. Upon any such transfer 'all
the transferor in respect to his deposit represented by his transferred certificate (including his rights to any payments made in respect thereof and receipted for by
rights
liabilities of
and
endorsement thereon), as well as his liability for any unpaid balance due on such certificates, and all his other rights, benefits, liabilities or obligations thereunder and under the Plan shall pass to the transferee or transferees, and holders of such certificates of deposit shall, for all purposes, be substituted in place of the former holders, subject to the Plan and All such transferees, as well as the original this Agreement. owners of such certificates, shall be embraced within the term "Depositors" wherever used herein, and every and any cer-
tificate of
STOCK TRANSACTIONS
319
deposit under the Plan
may
be treated by the Reor-
ganization Managers and their Depositaries and the Committees under said Deposit Agreements and their Depositaries
as a negotiable instrument,
and the bearer
or, if registered,
the
registered holder for the time being, may be deemed to be the absolute owner thereof and of all rights thereunder, and neither
the Reorganization Managers, the Reorganization Committee nor said other Committees, nor any Depositary, shall be affected by any notice to the contrary. By acceptance of or holding any certificate of deposit subject to the Plan every recipient or holder thereof shall become a party to the Plan and Agreement with the same force and effect as though an actual subscriber hereto. The term " Depositor" whenever used herein is intended and shall be construed to include not only
persons acting in their own right, but also trustees, guardians, committees, agents or persons acting in a representative or fiduciary capacity and those represented by or claiming under
them, and partnerships, associations, joint stock companies and corporations. No rights hereunder shall accrue in respect to any stock or bonds of the Old Company or in respect to any claims against the Old Company, unless or until the same shall have been subjected to the Plan and Agreement. A Bondholders' Committee, consisting of
and others, and under said by Deposit Agreements acting dated and a Bondholders' Comand others, constituted by mittee consisting of and acting under said Deposit Agreement dated and a Bondholders' Committee consisting of constituted and under said others, Deposit Agreeby acting ment dated and the Stockholders' Committee, and others, constituted by and consisting of under said acting Deposit Agreement dated Committees (said being herein sometimes referred to as "the and said Agreements as the "Deposit AgreeCommittees" ments"); have severally prepared, approved and adopted, and have filed or are to file, the Plan and this Agreement in accordconstituted
, ;
ance with the provisions of said respective Deposit Agreements, and will give notice thereof in accordance with the terms of said Deposit Agreements respectively.
320
12.
The Committees shall continue in existence with all the powers conferred upon them by the respective Deposit Agreements under which the same were formed, and shall from time
to time take such proper action under said Deposit
Agreements
as shall be necessary for the purpose of endeavoring to carry the Plan and this Agreement into effect as to the securities
deposited with the Depositaries of the Committees and by the adoption of the Plan and this Agreement each of the Committees agrees that so long as the Plan in its present form, or in any modified form approved by them respectively, remains unabandoned, the Committees will take such action accord;
The indebtedness, expenses and obligations heretofore ingly. or hereafter incurred by any of the Committees, and the compensation of the Committees, shall be and continue to be a charge against and lien upon the securities on deposit with the
Depositary of the particular Committee by which such indebtedness or obligation has been or may be incurred to the extent provided hi said agreements.
The Reorganization Managers may, in their discretion and upon such terms and conditions as they shall prescribe, and either in general or particular instances, permit holders of securities to become parties to the Plan and to this Agreement
13.
securities, and all security holders so becoming parties are entitled to be embraced within " the term Depositor" whenever used in this Agreement.
without the actual deposit of such
14.
fix
In their discretion the Reorganization Managers
may
or limit any period or periods within which any deposits may be made as herein provided (subject to the provisions in that behalf in the Plan), the tunes within which any required
payment must be made, and, in their discretion, in either general or in special instances and upon such terms and conditions as they
may
see
fit
(including the imposition of penalties
for late deposits) they may extend or renew any period or periods so fixed or limited. Except as otherwise in the Plan
mentioned holders of securities of or claims against the Old Company who do not become parties hereto in the manner
hereinabove provided within the periods limited therefor will not be entitled to deposit their securities or claims or become parties to the Plan and Agreement, or to share in the benefits
.
thereof
STOCK TRANSACTIONS
321
shall acquire no rights thereunder, except with the consent of the Reorganization Managers who hereby express reserve the right to withhold or give such consent. expressly 15. All the Depositors (each acting for himself and not for
and
any others) hereby irrevocably request the Reorganization Managers to carry out the Plan and Agreement and agree that the Reorganization Managers and the Reorganization Committee respectively shall be, and they hereby are, vested with all rights, powers and authority necessary or proper to enable them to carry out the Plan and Agreement and in such manner and with such additions, exceptions and modifications as shall not substantially affect the same as the Reorganization Managers shall deem to be expedient, and irrevocably authorize the Reorganization Committee and/or the Reorganization Managers in their behalf to assign all the bonds, stock and/or claims deposited hereunder to any person or corporation for
the purposes of the Plan so as to vest such person or corporation
with
full
title
thereto.
By way
it is
of amplification
and not
hereby declared that the Reshall be organization Managers fully authorized to vote all stock deposited under or made subject to the Plan at any
limitation of the foregoing
meeting for anything authorized by or necessary or helpful in carrying out the Plan and Agreement, and to consent as holders
any corporate action, and to sign any written consent required or permitted by law to be signed and to file the same; to institute or become parties to any legal proceedof said stock to
ings; to compromise any litigation now or at any time hereafter existing or threatened, in whole or in part, with plenary power to enter into any agreement tending towards or deemed by
promote the consummation Plan and Agreement; at any time or times and at such places as they shall deem proper, to purchase or to pay, compromise or settle any indebtedness or obligations of or claims against the Old Company or any subsidiary company or any claims or demands or securities against any property deemed by the Reorganization Managers important or advisable for the New Company to acquire, or any claims, demands or
in their discretion likely to
of the securities by reason whereof or by reason of the possession whereof such property is or may be encumbered or the title
them
322
thereto affected, or any Receiver's Certificates or obligations issued or liabilities incurred or which may be issued or incurred
by the Receiver, or any claims or demands that the Reorganization Managers in their discretion may deem it for the interest of the reorganization to purchase, pay, compromise or settle; for any of the purposes of the Plan and Agreement to borrow money and to charge or to pledge any of the claims or any of the deposited securities, or any property purchased or new
securities to be issued, for the
repayment
of
any money bor-
rowed, with interest; to execute all agreements or bonds of indemnity and other bonds and therewith to charge the deposited securities or any part thereof; to do whatever in the judgment of the Reorganization Managers may be expedient
promote or procure the sale as an entirety or in parcels of any lands, railroads, properties or franchises of the Old Company or of any of its subsidiary or controlled companies, wherever situated; to adjourn any sale of any property or franchises or any portion or lot thereof; to bid or to cause anyone else to bid, or to refrain from bidding, at any sale, whether public or private, either in separate lots or as a whole, for any property or franchises or any part thereof, and at, before or after any sale to arrange and agree for the resale of any portion of the property they may decide to sell rather than to
to
retain; to hold any property or franchises purchased by them either in their names or in the name of any person or corporation approved by them, and to apply the deposited securities
and any property or
securities held hereunder in satisfaction or
partial satisfaction of
any
bid,
whether made by themselves or
any other person or corporation approved by them, or towards obtaining funds for the satisfaction thereof; and the term
"property and franchises" shall include any and all railroads and other transportation lines, branches, leaseholds, rights in lands, stock and other .interests in corporations in which the
Old Company has any interest of any kind whatever, direct or indirect. The amount to be bid or paid or caused to be bid or
paid by the Reorganization Managers for any property or franchises shall be absolutely discretionary with them, and in case of a sale to others of any property or franchises the Reorganization Managers, if they choose, may receive, out of the
STOCK TRANSACTIONS
323
proceeds of such sale or otherwise, any payment in any form, accruing on any deposited securities. Anything which the Plan or this Agreement provides that the Reorganization
Managers and/or the Reorganization Committee may do or allow to be done, they may respectively do or allow to be done
by
or
by
or through such agents or agencies as they may determine, or through others with their approval or consent or
acquiescence, or they may contract with any person or corporation that it shall be done or permitted to be done. The Reor-
may assign and deliver all or any of the deposited securities to any person or corporation and may enter into such contract or contracts with such person or
ganization Managers
corporation or with anyone else as they shall the purposes of the Plan and this Agreement.
16.
deem proper
for
The Reorganization Managers may organize
or procure
to be organized one or more new companies, or they may adopt or use any company or companies, whether now existing or not,
and they may cause to be made
sales, leases, consolidations,
mergers or other arrangements by or between any such companies or any companies mentioned in the Plan, or other companies they may make or cause to be made conveyances or transfers of any properties or- securities acquired by them or with their approval they may cause the ownership of all or any property of the New Company to be either direct ownership or ownership through the bonds or through the stock, or both, and may cause the mortgages or any of them securing the bonds of the New Company to be either a direct lien upon any particular
;
;
property or lien upon the bonds or stock, or both, of any company, and may take or allow to be taken such other proceedings as they may deem proper for the purpose of the creation of the new securities provided for in the Plan and Agree-
ment and for carrying out all or any of the provisions thereof. 17. The Company of New York has formed and is the manager of a Syndicate to underwrite the
purchase of securities of the New Company by the stockholders of the Old Company in conformity with the Plan. The Syndicate, upon making the payments required by the Plan to be made in respect of any stock of the Old Company, which shall not be deposited under the Plan or by any deposi-
324
tors of such stock
who
shall fail to
make
the same, shall re-
ceive the securities to which the holders of such undeposited stock or such defaulting depositors would have been entitled
upon becoming parties to the Plan and making such payments. The Syndicate shall be paid the compensation heretofore fixed and agreed upon with the Reorganization Committee.
18.
The Reorganization Managers may construe the Plan

Agreement, which the parties hereto agree are intended
shall be, in all respects liberally construed in order to
and
this
to be,
and
enable the Reorganization Managers and the Reorganization Committee to carry the same into effect, and their construction
thereof or action thereunder, in good faith, shall be final and conclusive; they may supply any defect or omission or recon-
any inconsistency in such manner and to such extent as be deemed by them necessary or expedient to carry out the same properly and effectively, and they shall be the sole
cile
shall
judges of such necessity or expediency. 19. The Reorganization Managers shall have power, whenever they deem proper, to alter, modify, depart from or abondon
may at any time or times such any partial abandonment, or after any modification, restore to the Plan any abandoned part or parts thereof, or discard any such modification and seek to carry the same into
the Plan, or any part thereof; they
after
effect as fully as
such part or parts had not been abandoned made; they may also attempt to carry the Plan into effect rather than abandon or modify the same;
if
or such modifications
any change or modification made by the Reorganization Managers shall thereupon become and be part of the Plan and Agreement. In case of any abandonment of the Plan, notice thereof shall be given as required by the Plan, and the respective Depositors shall have the rights in such case reserved to them in the Plan and in the Deposit Agreements, respectively. In case of any change or modifiation of or departure from the Plan
which shall materially affect or alter the rights of any of the several classes of Depositors, a statement of such proposed change or modification or departure shall be filed with the
Depositaries, and with each of the Depositaries of the Committees and notice of the fact of such filing shall be given as hereinafter provided in paragraph 36 and as may be required
STOCK TRANSACTIONS
325
by
and within ten days
virtue of the provisions of any of said Deposit Agreements; after the first publication of such notice
and/or such further time as the provisions of said respective Deposit Agreements allow to the Depositors thereunder, all Depositors affected thereby may, to the extent and in the
in said respective Deposit Agreements exercise the permitted, rights of dissent and, to the extent and in the manner so permitted, may surrender their respective
certificates of deposit therefor to the Depositary under this agreement or to the Depositary issuing the same, and withdraw their bonds or stock of such particular class or claims, or the proceeds thereof, or the substitutes therefor, then under the
manner herein and/or
control of the Reorganization Managers, and/or the respective Committees, to the amount indicated in such certificates;
provided, however, in every case of such surrender and withdrawal the holders of certificates of deposit severally shall make payment of their shares of the disbursements and expenses,
liabilities
and compensation
of
the Reorganization
Managers as apportioned by such Reorganization Managers, and shall also make payment of their pro rata share of the disbursements and expenses, liabilities and compensation of the Committee with which their securities were originally deposited if so required by such Committee. Every such holder of a certificate of deposit by such surrender and withdrawal shall thereupon without any further act be released from the Plan and Agreement and shall cease to have any rights thereunder, and the exercise of such right of surrender and withdrawal shall release and discharge the Reorganization Managers, the Reorganization Committee, the respective Committees and all Depositaries from all liability of every character to every such
withdrawing Depositor.
Every Depositor having the
rights
withdrawal as aforesaid who shall not so dissent, surrender or withdraw within the time allowed as above shall be deemed to have assented to the proposed change or modification and, whether or not otherwise objecting, shall be bound thereby as fully and effectively as if he had
of dissent, surrender, and/or
actually assented thereto. Any change or modifications made by the Reorganization Managers as herein provided shall be
part of the Plan, and
all
provisions
and references concerning
326
the Plan shall apply to the Plan as so changed and modified. In every case of withdrawal herefrom of stock or claims
pursuant to this Article, the Reorganization Managers shall apportion to the deposited stock and claims the share of their compensation, disbursements and expenses in the opinion of the Reorganization Managers fairly chargeable to the stock and claims, and any such apportionment made by the Reorganization Managers shall be binding upon all Depositors and shall be
a charge upon the deposited stock and claims and the proceeds thereof. In case the Reorganization Managers shall abandon
the Plan, the deposited securities, or the avails thereof, or any securities, claims or other property representative thereof
then under the control of the Reorganization Managers, shall be delivered to the several depositors, respectively, in amounts
representing their respective interests,
upon surrender
of their
respective certificates of deposit properly endorsed,
but any securities deposited under the Agreements mentioned on page 1 of the Plan shall continue to be held and dealt with by the respective Committees and Depositaries thereunder subject to the terms of said respective Agreements. In any such case of withdrawal or release herefrom any moneys paid by the Depositors of stock or claims pursuant to the provisions of the
Plan, or any notes, bonds, coupons, receivers' certificates or other obligations, claims or property acquired therewith, or the proceeds thereof, remaining after deducting the share of the
disbursements and expenses made and incurred by the Reorganization Managers and apportioned to the Depositors of stock or claims who shall have so paid, shall be distributed or
adjusted equitably
among
the respective holders of certificates
of deposit representing the stock or claims in respect whereof such payment shall have been made; but the Reorganization
Managers shall not be liable for the loss of any such money by them disbursed for the purposes of this Plan or Agreement, or for the depreciation in value of any property or security by them acquired or received; and the Depositors of stock or claims who shall have made payments pursuant to the Plan shall have no claim for the repayment of any such moneys,
except to the extent of their shares (as apportioned by the Reorganization Managers) of such moneys, or their proceeds,
STOCK TRANSACTIONS
327
remaining in the hands of the Reorganization Managers or under their control, after payment of such disbursements and expenses. Nothing in this paragraph 19 contained or in any other paragraph of this Agreement contained shall be deemed
to override or change the provisions of any Deposit Agreement referred to in the Plan, and in case of any inconsistency between
the terms and provisions of this Agreement and any such Deposit Agreement, the latter shall prevail and the Reorganiza-
Managers and Reorganization Committee, respectively, shall do all things necessary to enable the several Committees mentioned in the Plan to comply with the provisions of the Agreements under which they were respectively constituted, in case of change, modification or abandonment of a plan for
tion
any other case. 20. The Reorganization Managers may proceed under the Plan and Agreement, or any part thereof, with or without judicial sale, and in case of judicial sale they may exercise any power hereby conferred on them either before or after sale. In every case all the provisions of the Plan and Agreement shall apply equally to and in respect of any physical properties embraced in the reorganization, and to and in respect of any
reorganization or in
securities representing any such property, it being intended that for all purposes hereunder any such property, and any
security
representing
such property,
may
be
treated
or
accepted by the Reorganization Managers as substantially In the case of any claim, lien or obligation not identical.
herein or in the Plan fully provided for affecting the Old Company or any subsidiary or controlled company or any
property or franchises thereof except as specifically excluded by the Plan, the Reorganization Managers may from time to time purchase or acquire the same or cause the same to be purchased or acquired, or make such compromise in respect
thereto, or such provisions therefor as they may deem suitable, using therefor any cash received under the Plan or any other
resources, or
any
securities not required for other purposes of
and the Reorganization Managers are to authorized make and/or carry out adjustments of hereby debt, as in the Plan provided. vl
the
reorganization,
21.
Any
action contemplated in the Plan and Agreement
328
be performed by the Reorganization Managers or by anyone approved by them at any time when they shall deem the reorganization advanced sufficiently to justify such course;
may
necessary, the Reorganization Managers may defer, or permit to be deferred, the performance of any provision of the Plan and Agreement, or may commit such
and, as they
may deem
performance to the
to
cause the New or incurred by authorized indebtedness Company pay any the Reorganization Managers or otherwise in furtherance of
New Company, and may
the Plan, and to assume any obligation which in their judgment may be necessary or proper to carry out the Plan and The Reorganization Managers may, in their Agreement. set discretion, apart and hold in trust or permit to be set
apart and held in trust, or may place in trust, or permit to be placed in trust, with any Trust Company, any part of the new securities to be issued, and any cash which may be received
salesx of new securities or otherwise, as they may deem suitable for the purpose of securing the application of the same to any of the purposes of the Plan and Agreement.
from
22.
From time
to time, for the purpose of carrying the Plan
and Agreement into effect, or of obtaining assents thereto, the Reorganization Managers, either generally or in special instances, may make or ratify, or permit to be made or ratified, contracts with any person or corporation or committee representing securities of any class in respect of any matter connected with the Plan and Agreement, and in their discretion,
either generally or in special instances, and upon such general or special terms or conditions as they may deem proper for the
purposes of arid in conformity with the Plan, they may arrange to procure the deposit of any Old Company securities or creditors' claims, and by loan or guaranty, or by the sale of new securities to be created, or otherwise, on such terms, conditions and rates of interest as they may deem proper, may obtain or permit to be obtained any moneys required to carry out the
Plan and Agreement, including such sums as the Reorganization Managers may deem it expedient to provide for the use of the New Company; and for the performance of any such contract, the Reorganization Managers may charge or permit to be charged the deposited securities and the new securities
to be issued, and also to be pledged for the
STOCK TRANSACTIONS
^29
pledge the same or permit the same payment of any moneys borrowed, with and for the interest, performance of any other obligations incurred under the powers herein conferred. The Reorganization
may
Managers may employ counsel, agents and all necessary assistants, and may incur and discharge any and all expenses by them deemed reasonable for the purposes of this Plan, including the expenses and compensation of the Reorganization Managers and the Depositary and all expenses in connection with the preparation of the Plan and Agreement and the issue
of certificates, legal expenses, expenses for advertising, printing and all other expenses in any manner connected with the Plan
and Agreement or which they may deem it expedient to incur any of the purposes thereof. Managers, for the purposes of and in conformity with the Plan may prescribe or approve the form and terms of all charters, rules, regulations and by-laws of any corporation or corporations utilized in reorganization, and of all bonds, certificates of stock and other securities at any time to be issued, and of the mortgages, and other instruments at any time to be issued or executed. They may create and provide for all necessary trusts and may nominate and appoint trustees thereunder. They may select and cause to be selected
in undertaking to promote 23. The Reorganization
or otherwise designate or constitute the members of the board of directors of the New Company who are to serve in the first
instance,
and they may cause said board

the terms of
office of
of directors to
be
classified so that
the different classes of
directors will expire in successive years. The Reorganization Managers shall have power to make equitable provision for
any case of lost or destroyed bonds, coupons or certificates of stock, and to recognize and admit the same to participation in the Plan and this Agreement, and to provide for and make or cause to be made such issues of scrip as may be necessary
properly to represent any fractional interest in the new securities, and to such extent as they shall deem necessary they may
distribute such scrip to the Depositors
cretion, settle for
and may, in their disand adjust any such fractional interest in cash and credit or pay such cash to the Depositors in lieu of In case they shall deem it distributing to them such scrip.
336
advisable for any reason the Reorganization Managers are authorized to issue and to cause to be issued temporary or interim certificates to represent the new securities or any of
them.
24.
The Reorganization Managers
for the purposes of

of,
and
in
conformity with the Plan

disposition of, to Depositors,
may
dispose
or consent to the
any new securities not required for delivery and may use the same or allow the same, or the
proceeds thereof, to be used for the purpose of carrying out the reorganization and for the benefit of the New Company in such
At or as they may deem expedient and advisable. the creation of the new securities Reorafter the time of the
manner
ganization Managers
may
take such action as they
may deem
necessary to guard against the issue of securities in any manner or to any extent inconsistent with the purposes of the Plan.
25.
The Reorganization Managers may
at
any time, except
as expressly otherwise provided in the Plan,
make
contracts
binding upon the New Company for the acquisition of property for use in the operation of the New Company, or make any other contracts which they may deem advisable in reference to the
property of the
companies mentioned and referred to herein, and generally they may do or cause to be done any and all things which in their opinion will
or
New Company,
any
of the
aid in the preservation, improvement or development of any property in which the Old Company has an interest, direct or
indirect,
and
in carrying
out the Plan.
26.
The amount
compensation
of the expenses (including counsel fees) and of all Committees is to be determined by agree-
ment between the Reorganization Managers and the respective Committees. If, in any case, no agreement can be reached between the Reorganization Managers and a Committee, the decision is to be made by a majority vote of the Chairmen of the four Committees named in the Plan and a representative
of the Reorganization Managers. 27. The Reorganization Managers shall
have the control and and Agreement. The firm of shall be the Reorganization Managers. Said firm shall act as a co-partnership, and in case of any change in the membership of said firm, its successor firm, as from time to time condirection of the Plan
STOCK TRANSACTIONS
331
stituted, shall continue as Managers, with all the powers, right and title vested in the Reorganization Managers hereunder.
In case the Reorganization Managers shall resign, their sucby the Reorganization Committee by unanimous vote and shall be vested with all the powers and charged with all the duties of Reorganization Managers.
cessors shall be chosen
28. The Reorganization Managers and the Reorganization Committee undertake in good faith to endeavor to execute the Plan and Agreement; but they do not assume, nor does any Committee or depositary assume, any personal responsibility
for the success of the
or for the result of
Plan or Agreement or any part of either, any steps taken or acts done thereunder or
Managers and the Reorganization Committee and the Committees (and the respective members thereof) shall not, nor shall any of them, nor shall any Depositary, be personally liable for any act or omission of any agent or employee selected by them or any of them, or for any error of judgment or mistake of fact or law, or in any case, except for his, its or their own willful misconduct; and neither the Reorganization Managers nor the Reorganization Committee nor the Committees nor any of them, nor any member thereof
nor any Depositary shall be personally liable for the acts or defaults of the others. The Reorganization Managers and the
Reorganization Committee
delegate
agent.
for the purposes thereof. 29. The Reorganization
may
act
any
authority as well as
by any agent and may any discretion to any such
The Reorganization Committee, the Reorganization
Managers, the Committees, or the Depositaries, or any officer or director thereof, or anyone connected with them, the trustees of any mortgage and any officer or director or person connected with the Old Company or the New Company, may be or become pecuniarily interested without accountability in respect thereof, in any contracts, property or matters with which the Plan or Agreement or the New Company or the Old Company is concerned, including participation in or under any syndicate, whether or not mentioned in the Plan and any such person or corporation may also become a Depositor under the Plan, and in such event shall have the same rights, benefits and obligations thereunder and in respect of securities of the
;
332
to be received, and of all payments to be made as other Depositors, and may buy and sell certhereunder, tificates of deposit or undeposited securities in the same manner
New Company
and with the same

30.
The acceptance
rights as any Depositor. of new securities by any Depositor shall
estop such Depositor from questioning the conformity of such securities in any particular to any provisions of the Plan, or
the propriety or expediency of any act done or arrangement made in carrying the Plan into effect.
31.
The Reorganization Managers may appoint a

as Depositaries.
successor
direc-
or successors to
tion given
Any
by the Reorganization Managers shall be full and sufficient authority for any action of any Depositary or other
custodian or agent. 32. The accounts of the Reorganization Managers shall be filed with the board of directors of the New Company within
one year after the reorganization shall have been completed, unless a longer time shall have been granted by the board of directors thereof. Such accounts, unless disapproved by such board of directors within sixty days after such filing, shall be
binding and conclusive upon all parties having any interest therein; and thereupon the Reorganization Managers and the Reorganization Committee shall be discharged.
final,
of specific powers hereby conferred be construed to limit or restrict the general powers herein conferred or intended so to be, and it is hereby distinctly declared that it is intended to confer on the Reorganiza33.
The enumeration
shall not
tion Managers in respect of all securities and claims deposited or to be deposited hereunder or assenting hereto and in all other respects, any and all powers which the Reorganization
Managers may deem necessary or expedient in or towards carrying out or promoting the Plan and Agreement in any respect as now existing, or as the same may be modified or
amended, even though any such power be apparently of a character not now contemplated; and the Reorganization Managers may exercise any and every such power as fully and effectually as if the same were herein distinctly specified, and as often as, for any cause or reason, they may deem expedient. The methods and means to be adopted for or towards
STOCK TRANSACTIONS
333
carrying out the Plan and Agreement shall be entirely discretionary with the Reorganization Managers.
34. All securities and claims deposited under or subject to the Plan and Agreement, and all securities and claims purchased or otherwise acquired thereunder, shall remain in full
and effect for all purposes, and except as mentioned in the Plan shall not be deemed to have been merged, satisfied, re*force
leased or discharged by any delivery of new securities, and no legal right or lien shall be deemed released or waived, but said
securities and claims and any judgment or judgments upon any thereof, and all liens and equities shall remain unimpaired and may be enforced by the Reorganization Managers or by anyone to whom the same, with the assent of the Reorganization Managers, may have been assigned, or by the New Com-
pany, until paid or satisfied in full or expressly released, as they may be, by the New Company. Neither the Reorganization Managers nor the Reorganization Committee nor any Depositors who are creditors of the Old Company shall by
release, surrender,
executing this Agreement or by becoming parties hereto, waive or merge in favor of any stockholders
or other creditors of the Old
Company any lien, right or claim. made in pursuance of, or for the qr Any purchase purchases of the Plan under any decree for the purpose carrying out,
enforcement of any such lien, right or claim, shall vest the property purchased in the purchaser and his or their assigns free from all interest or claim on the part of any such stockholders, creditors or other parties.
No
right
is
conferred or
created hereby, nor is any trust, liability or obligation (except the agreements herein contained in favor of the Depositors)
by the Plan and Agreement, or assumed hereunder, or by any New Company in favor of any creditor of or any holder of any claim whatsoever against the Old Company or in favor of any company now existing or to be formed hereafter (whether such claim be based on any bonds, stocks, securities, leases, guaranties, notes, debts or,otherwise) with respect to any
created
or for
securities or claims deposited or held
under
this
Agreement, or
any moneys paid to or received by the Reorganization Managers or the Depositaries, or with respect to any property acquired by purchase at any judicial sale or otherwise, or with
334
respect to respect to
any new securities to be issued hereunder, or with any other matter or thing; and this Agreement shall not be construed to create any trust or obligation to or in favor of any person or corporation other than the parties hereto
or as mentioned in the Plan.
moneys paid by Depositors hereunder shall be held one or more of the Depositaries subject to the order of the by The Reorganization Managers Reorganization Managers. shall apply the same, and any other moneys which may come within their control, for the purposes of the Plan and Agreement as from time to time may be determined by them; and
35. All
their determination as to the propriety and purpose of any such application shall be final and nothing in the Plan shall be
understood as limiting or requiring the application of specific moneys to specific purposes. Any obligation in the nature of floating debt or otherwise against any company or property
embraced
in the Plan, either as proposed or carried out, or any securities held as collateral to any such obligation, may be
acquired or extinguished or held by the Reorganization Managers or anyone approved by them, at such tune, in such manner and upon such terms as the Reorganization Managers may
deem proper
in the Plan
for the purposes of reorganization;

is
and nothing
and Agreement contained
intended to constitute
or create, or shall constitute or create, any liability or trust in favor or in respect of any such obligation.
Plan otherwise expressly provided, all calls or notices required or permitted to be made hereunder or under the Plan for payments or for the surrender
36.
Except as herein or
in the
or presentation of certificates of deposit issued hereunder, and all notices fixing or limiting any period for the deposits or for
such payments, and all other calls and notices hereunder, shall be published in two newspapers regularly published and issued in the Borough of Manhattan, New York City, twice in ten days, in each case on any day of the week. Any call or notice
whatsoever,
agers,
shall
when
all
so published
by the Reorganization Manall
be taken and considered as though personally

the parties hereto and upon
parties
served upon
bound
hereby as of the respective dates of the first publication thereof, and, except as herein or in the Plan otherwise expressly pro-
STOCK TRANSACTIONS
335
vided, such publication shall be the only notice required to be given under any provision of this Plan and Agreement.
37.
tion
original of this Agreement signed by the ReorganizaManagers and the Reorganization Committee with the
,
An
Plan annexed thereto shall be lodged with the its office at and with at its office at and with the respective Depositaries under the Deposit Agreements. The Plan and this Agreement shall bind and benefit the Reorganization Committee, and the
at
,
Reorganization Managers and the Depositors hereunder, and their and each of their survivors, heirs, executors, administrators, successors
38.
and
The term Receiver" as used herein shall be deemed to include any past, present or successor receiver of the Old Company appointed by the District Court of the United States for
the Northern District of
39.
Illinois.
"
assigns.
The terms "deposited
securities," "securities deposited
under the Plan," "deposited stock" and "stock deposited under the Plan" shall be deemed to include securities or stock,
as the case
may be, held by the Depositaries
or
any agent
of the
Reorganization Managers, or by any Depositary for any committee under any deposit agreement herein named (which
committee
shall
have adopted and approved
this
Plan and
Agreement). IN WITNESS WHEREOF, the Reorganization Managers and the Reorganization Committee have respectively affixed their signatures hereto as of the day and year first above written and the Depositors have become parties hereto in the manner above
stated.
Contract for Formation of Corporation Exclusive Services to be Rendered By One of The Parties Transfer of Stock.
Watson
v.
Gugino, 204 N. Y. 535, 98 N. E. 18.

,
after called the
between "Present Owner" and called the "Investor":
AGREEMENT made
herein-
hereinafter
WHEREAS, the said parties have agreed to organize a corto conporation pursuant to the laws of the State of
,
336
duct
the
business

of
heretofore
conducted by the
Present Owner,
Now, THEREFORE,
IN CONSIDERATION of the mutual cove-
nants herein contained, the parties agree as follows: 1. The Present Owner agrees to transfer to said corporation
to be
formed
all of his interest
him
sum
2.
in the copartnership of of $ in cash.
and property now owned by and hi addition the
agrees to set over and transfer unto said corporation to be formed all the property this day sold to him heretofore the partner of the by
interest
The Investor
Present Owner in said business, said property being all the of said Investor in the copartnership business of
,
and
also to
pay
to said corporation
and invest
title in all
therein the
3.
sum of $ The Present Owner hereby covenants
that the
the property used in the copartnership business of is free and clear of any encumbrance and that the machinery used in the plant of is in perfect running order and in good repair. 4. Upon the organization of the corporation shares of the stock thereof shall and will be issued to the Pres-
ent
Owner and he
is
to be President
and Manager
thereof;
shares of stock of said corporation shall and will be issued to the Investor, and he is to be vice-president of said
corporation;
to
shares of stock shall and will be issued
be the secretary and treasurer of said corporation, and the remaining shares of stock shall be
shall
who
issued to
5. The Present Owner agrees to devote his whole tune and attention to the corporation's business, and is to receive a The Investor is to receive a weekly salary of $ and is to have entire charge of the weekly salary of $
,
office
management
of the business.
tion shall be signed President.

6.
by
All checks of the corporathe treasurer and countersigned by the
of
to the Present Owner an option shares of stock of said corporation, and the said shares of investor agrees to sell to the Present Owner
The Investor hereby gives
stock at $
STOCK TRANSACTIONS
337
per share at any time within months. Upon demand and in the event of such transfer of stock, an inventory is to be had and the proportion of dividends
apportioned as of the date of transfer before said transfer. 7. If by reason of illness or any other cause, the Present Owner is unable to give his entire time to the business of the
corporation, then the Present as fully as competent as he
Owner
is
agrees to provide a person
to perform such duties, said to be the to Investor. person acceptable
Trust Agreement Stock in Corporation Provision for Continuation by Successor Trustee of Separate Partnership of Trustee
AGREEMENT, made by and between " " the Trustee, and

as the
this
day
of
hereinafter described as
hereinafter described
hereinafter Stockholders, described as the "Trustee's Partner"; WHEREAS, the said Trustee and the Trustee's Partner are
"
"
and
copartners doing business at State of

,
No
,
City of under the firm name and

hereinafter referred to as
style
of
the
"
Partner ship,
"
and
are
all
WHEREAS, the Stockholders

the
the stockholders of the

referred
to
Company
follows
:
hereinafter
as
as
"Company," and hold stock
in the said
Company
and
WHEREAS, the Trustee
desires to hold his interest in the said
Company
in trust for the said
Stockholders and for their
successors in interest as stockholders in the
Company
in the
manner more
WHEREAS,
arrangement;
particularly set forth in this agreement; and the Trustee's Partner is willing to consent to such
Now, THEREFORE,
and
of
the mutual promises herein contained, IT Is between the parties hereto

:
AGREED by and
with the
1.
Upon
the signing hereof,
the Stockholders,
338
shall respectively pay over to the exception of Trustee the sums set opposite their names receipt of which sums is hereby acknowledged by the Trustee.
:
2.
(a)
The Trustee hereby
declares
that from the date
hereof he holds and will hold his interest in the said
Company
IN TRUST for the said Stockholders, in proportion to their said

stockholdings, hereinbefore set forth, in the Company, so long as they shall maintain such proportionate stockholdings; and thereafter, for the person or persons who may for the time
being be stockholders of the Company, in proportion to their respective stockholdings, SUBJECT, HOWEVER, to the conditions
and
limitations hereinafter set forth.
(b) The Stockholders hereby severally agree that in the event that the Trustee shall suffer any loss by virtue of his membership in the Company, or if he shall in his uncontrolled
discretion
money
necessary or advisable to invest any further or other capital in the said Company (including any
it
deem
to the personal representatives of the Trustee's Partner under paragraph 5 hereof), they shall and will each, upon demand, pay to him respectively such proportion of the loss so suffered by him, or the additional money or other
payment
capital so invested by him, as their respective beneficial interests in this trust shall bear to the total beneficial interests
in the trust.
The
that should any one or
said Stockholders further severally agree more of the said Stockholders acquire a
now
larger proportionate stockholding in the Company than he holds, his obligations under this subdivision shall be
increased in proportion to such increase in his proportionate stockholding. The Stockholders further severally agree, each for himself, that they will not alien any of their shares of stock
Company without obtaining from the alienee of the stock a legally enforcible agreement in writing to be bound by the provisions of this contract; and any heir, executor, administrator or assign of any party of the second part may
in the
voluntarily give such agreement. The provisions of this subdivision shall be binding upon the heirs, executors, administrators and assigns of the Stockholders.
(c)
The duration
of this trust shall be for the lives of the

life
Trustee and of the Trustee's Partner, and the
of the survivor
STOCK TRANSACTIONS
339
of them, or until such date as this trust may be sooner terminated in accordance with the provisions hereof. This trust
at any time be revoked or terminated by the execution of an instrument revoking and terminating the said trust by the Trustee and by a majority in interest of such of the Stockholders as shall still retain their stock in the Company and such other holders of stock in the Company as shall have given the
may
agreement required by subdivision (b) of this paragraph. At any time after the death of the Trustee the said trust may be revoked and terminated by the execution of such an instrument by a majority in interest of such of the Stockholders as shall still retain their stock in the Company and such other holders of stock in the Company as shall have given the agreement required by subdivision (b) of this paragraph. (d) Should the Trustee die, resign or become otherwise incapacitated during the life of this trust, a new trustee shall
still
thereupon be appointed by such of the Stockholders as shall retain their stock in the Company and such other holders
of stock in the
Company
as shall have given the agreement
required
by
subdivision (b) of this paragraph.
Any
appoint-
ment
shall
in writing duly executed and acknowledged by a majority in interest of the parties qualified to make such appointment
Should any substituted trustee so appointed fail to qualify, or having qualified, die, resign, or become otherwise incapacitated during the life of this trust, another substituted trustee may in the same manner be appointed in his place; and such substituted trustees may continue to be appointed in the same manner during the life of this trust as often as may be necessary to fill vacancies in the office of trustee. No bond or other security shall be required of the Trustee or of any substituted trustee appointed hereunder. (e) Any income received by the Trustee or by any substituted trustee hereunder by virtue of his membership in the Company shall be received subject to this trust. The said Trustee or substituted trustee shall distribute to each of the Stockholders, and to each of such alienees or successors in
interest of the Stockholders as shall
be valid hereunder.
have given the agreement
provided for in subdivision (b) of this paragraph, such proportionate share of the income so received as the stockholding of
340
such person in the Company shall bear to the total outstanding stock of the Company. But in the event that any of the Stockholders or any of their successors in interest, shall have aliened any of their stock in the Company without obtaining
the agreement provided for in subdivision (b) of this paragraph or in the event that such stock shall have become the property
;
any person or persons who have hot given such an agreement then the Trustee or his successor as trustee, may, at his
of
:
option, either
pay over
to such stockholder in the
Company
the
share of any income so received proportionate to such stockholder's proportionate stockholding in the Company, or
retain such proportionate share in trust to secure the proportionate indemnity of the said party of the first part or his successor as trustee for any losses suffered or additional money
or other capital invested as set forth in subdivision (b) of this paragraph, or pay over part of such share and retain part of
such share.
trustee
The
at
fact that the Trustee or his successor as
any time pay over any such share shall not him from preclude subsequently retaining other shares of income thereafter received, nor shall his retaining of any share preclude him from afterwards paying over other shares of
may
income thereafter received.

shall suffer
If at
any time the said trustee

additional
any
loss or invest
any
money
or other
capital as set forth in subdivision (b) of this paragraph, the said trustee may indemnify himself proportionately out of any
any income thereof. The money so income thereof, shall, subject to the obligation any secured by its retention, be held in trust for the holder, at the time of its receipt, of the stock which it represents, and may be paid over to such individual by the party of the first part or his successor as trustee at any tune at his option, and shall be so paid over, together with any income thereof, but less any sums taken therefrom by way of indemnity, not later than the
moneys
so retained or
retained and
termination of this trust.

(f)
The purpose
of this trust
is
to continue the business of
same manner as it is at present conducted, Company the Stockholders and their successors in interest, howgiving
the
in the
ever, a beneficial interest in the interest of the Trustee therein.

It is accordingly expressly
understood that the Trustee and his
STOCK TRANSACTIONS
341
successor as trustee hereunder, may continue to engage in the business of the Company free from any of the limitations
imposed by the law upon investment of trust funds; that he may conduct such business in accordance with his uncontrolled discretion; and that his sole duty hereunder shall be to distribute and pay over to the beneficiaries thereof, in accordance with the terms of this agreement, any sums received by him
by
virtue of his
(g)
membership
in the
The
trustee shall not be
Company. bound to take notice
of
any
transfer of shares of stock of the
Company
unless he shall have
been notified in writing of such transfer and shall have received a sufficient agreement from the transferee to be bound by the terms of this agreement. 3. The Trustee's Partner hereby consents to and ratifies the foregoing arrangement between the Trustee and the Stockholders. Subject to the terms hereof, the partnership agreement between the Trustee and the Trustee's Partner dated together with any modifications thereof which have been made by written or oral agreement of the
,
parties
thereto
or
by
their practice
thereunder,
is
in
all
respects re-affirmed; excepting that it is understood and agreed that the Trustee will henceforth hold all his rights
under the said agreement subject to the trusts hereby created, and except that the term of the said partnership shall be for the life of such Trustee's Partner, or until the sooner termination of the trust hereby created instead of for the term set forth
in the said partnership agreement.
trustee hereunder, together with the Trustee's Partner, shall have the power and authority to make such modifications in the said partnership
The
agreement (including any modification of the salary of the Trustee's Partner thereunder or in the provisions of paragraph
of said partnership agreement) as to them in their uncontrolled discretion may seem proper; and the consent
any such modification shall not be necessary. 4. Should the Trustee die during the continuance of this trust, shall not thereby be dissolved, but the the partnership of Trustee's Partner agrees that he will continue the said partnership, subject to the terms of the agreement creating the said
of the Stockholders hereto to
342
partnership, with the person or persons who may become substituted trustees pursuant to the provisions of subdivision
This provision shall also apply in (d) of paragraph 2 hereof. the event of the death, resignation or incapacity of any of the trustees hereunder, the Trustee's Partner agreeing to continue the partnership in partnership with any substituted trustee
or trustees so duly appointed. 5. Should the Trustee's Partner die during the term of this trust, the Trustee or his successor as trustee may, at his option,
continue in business under the

to the Trusts hereby created.
name
Such
of the partnership subject option shall be exercised by
the giving of written notice thereof, by mail or personally, to the personal representatives of the Trustee's Partner within thirty days after the death of said Trustee's Partner, or within
fifteen
tives.
days after the qualification of such personal representaShould the Trustee or his successor as trustee, exercise
the said option, the said Trustee, or his said successor, shall become vested with the property of the partnership; the Trustee, or his said successor shall, within six months after such death, pay to the legal representatives of the Trustee's Partner such sum as shall fairly equal the value of the interest
of the party of the third part in the assets of the partnership; but for the purpose of this provision, the goodwill and trade name of the business shall not be deemed assets, and no value shall be placed thereon. Should the Trustee's Partner die after the death of the Trustee, a similar option shall exist in favor of the then benefi-
hereby created, or of the person who may at the time be trustee hereunder for the benefit of such beneficiaries of the trusts
ciaries.
6. Upon the termination of this trust the persons who may then be stockholders of the Company shall be entitled to be
paid, proportionately to their then stockholdings, any sums received by the party of the first part, or his successor as trustee, by way of distribution of assets of the Company.
set their
IN WITNESSETH WHEREOF, the parties hereto have hereunto hands and seals the day and year first above written.
STOCK TRANSACTIONS
343
Agreement
for
of Part of
Purchase of Stock in Corporation Payment Purchase Price from Dividends Restrictions
against Alienation
AGREEMENT,
made
,
between
hereinafter described as the "Seller"

of
and
hereinafter
described as
of
the "Purchaser."
WHEREAS, the
,
Seller is the
owner and holder
shares of the capital stock of a corporation (hereinafter referred to as the Corporation) organized and existing under and by virtue of the laws of the State of
of
the par
value of
One Hundred
dollars
;
($100.00), each, aggregating the sum of $ WHEREAS, the Purchaser is desirous of purchasing
and upon the
terms,
conditions,
stipulations
and agreements hereinafter
contained,
shares of the capital stock of said

of
Corporation, for the

ceipt whereof
is
sum of $ Now, THEREFORE, in consideration
One
Dollar, the re-
hereby acknowledged, and of the mutual covenants and agreements hereinafter contained, this agree-
ment WlTNESSETH The Purchaser agrees

I
to purchase
from the
Seller
and the
Seller agrees to sell to the
Purchaser
shares of the
capital stock of the Corporation, for the sum of $ The Purchaser has paid on account of said purchase price the receipt whereof is hereby the sum of $ ,
acknowledged. The balance of the purchase price, namely $ shall be satisfied and paid in the following manner: of any and all dividends which shall be declared and paid to the Seller, on the capital stock now issued and outstanding in the name of the Seller, by the said Corporation, shall be credited to the Purchaser on account of the purchase price of the stock so to be purchased by him, as aforesaid.
,
the Purchaser, shall agtogether gregate the purchase price, namely $ with interest on said sum, or the unpaid balance thereof, at
the
credited
to
,
When
amount
344
THE LAW OF CONTKACTS
the rate of six per cent, per annum from the day of the Seller shall assign, and transfer to the
,
Purchaser the said
shares of capital stock of , the said Corporation. 5. Until the full amount of the purchase price, with interest as aforesaid, shall have been thus paid to the Seller, the Seller
and powers, as stockholder and shares of stock, to the same if had not been made. None of said as this extent agreement stock shall be transferred to the Purchaser until the full amount of the purchase price, with interest as aforesaid, shall have
may
owner
exercise all the rights of said
been paid, nor shall the Purchaser be entitled to receive any of said stock, as aforesaid, until the amount aforesaid, with interest, has been paid by him.
6.
If,
of the Purchaser,
by reason of death, or otherwise, the employment by the Corporation, shall terminate before
the purchase price of said stock shall have been fully paid, as herein provided for, said Purchaser, or his legal representatives, shall, on demand, be entitled to receive from the Seller such
sum as
shall stand to his credit, as
having been paid on account
of the purchase price of said stock; and upon making said payment to the Purchaser or his legal representatives, all his
and their an end.
rights
under
this
agreement
shall cease
and come
to
7. In the event that said Purchaser shall, pursuant to the terms of this agreement, become the owner of said stock, the said Purchaser hereby agrees that he will not sell, assign, transfer or pledge said stock, without giving the Seller days' notice, in writing, of his intention so to do, in which event the said Seller shall have the right to purchase and ac-
quire said stock, within said Purchaser the par value thereof,
and
days, by paying said said stock, when issued
to the said Purchaser, shall have endorsed upon it a statement, or notice, to the effect that said stock is incapable of sale,
assignment, transfer or pledge, except pursuant to the terms of this agreement. Provided, however, that if the right to purchase and acquire the stock of the Purchaser, pursuant to the
terms of this paragraph, shall accrue, subsequent to five years after the Purchaser has become the owner of said stock, the
STOCK TRANSACTIONS
345
purchase price to be paid by the Seller to the Purchaser for his stock shall be the book value thereof as the same appears upon the books of the Corporation at that time. 8. It is agreed that no involuntary sale, or transfer, of said stock, by operation of law, or otherwise, shall in any wise affect the right of said Seller, within days after
learning of such involuntary sale, or transfer, to purchase said stock upon the same terms as if said Purchaser had given
written notice of his intention to
sell,
assign, transfer,
mortgage
or pledge said stock, the said Seller being hereby given all such rights, liens, in and to the said stock, as will enable it to effectively stock,
and
effectually
become the purchaser and owner

aforesaid,
of said
upon the terms

Seller shall
notwithstanding said in-
voluntary
9.
sale, or transfer.
have the right, at any time before the of said stock shall have been fully paid by the purchase price in with the terms thereof, to sell all of accordance Purchaser,
its
The
stock in said Corporation, including the stock which the
said Purchaser has in
and by
this
agreement agreed to pur-
of the net proceeds of the sale of all of its stock, chase, the said Purchaser shall be entitled to receive from the Seller
of the net
and out
amount
realized
by
it
for all of its
such balance of stock, after deducting from said the purchase price as said Purchaser shall not yet have paid for the stock which he has herein agreed to purchase, provided, however, that the Purchaser shall have the right to purchase said stock at the same price at which the Seller proposes
to sell the same, by paying a cash deposit of per of within notified of said of cent, being price, days said proposed sale, days thereafter.
and the balance
of said price, within
10. It is agreed that the Purchaser shall not have the right to assign this agreement, or any rights thereunder, nor shall the same be assignable by operation of law, except as herein-
above specifically provided. IN WITNESS WHEREOF, the parties hereto have hereunto set their hands and seals, the day and year first above written.
SALESMEN'S CONTRACTS
Contract Employing Salesman
Territory
Exclusive Agency Limited Drawing Account Provision with Agreement to Repay Unearned Drawings Option for Renewal.
Sections 43, 90, 1015n.
Williston
AGREEMENT made
between
hereinafter described as the Employer, hereinafter described as the Salesman:

1.
and
to
The Employer hereby employs and the Salesman agrees and does hereby accept the said employment, as salesman
for a period of and ending The Employer agrees that the Salesman
for the
Employer
beginning
shall
2.
have the
exclusive agency
3.
for the selling of its products in the States of
The Salesman
and energies exclusively
agrees that he will devote his entire time to the sale of the product of the Em-
ployer in said territory, and that he will not sell the product of the Employer in any other territory, unless expressly directed
to do so
any
4.
business for himself or
by the Employer, and that he will not engage in any other person, firm or corpo-
ration.
at any time require the Salesman product in territory other than described in the " hereof, in which event the Salesman agrees paragraph "2 to sell in such territory as may be required, and for such time
to
sell
its
The Employer may
be required by the Employer. 5. The Salesman shall have a drawing account of $ which shall be payable per thereof shall be deemed to have The sum of $ been paid to the Salesman without any obligation to account
only as
may
See pages 560 to 566, for contracts of employment in the motion picture industry. 346
EMPLOYMENT CONTKACTS
therefor.
347
The remaining $ thereof shall be charged against commissions earned as described in the next paragraph, and the Salesman agrees to repay the same or any part thereof to the extent that the commissions earned by him
to equal the said of the drawing, as may be computed in accordance with the provisions of the next paragraph, to the Employer.
fail
6.
The Employer
agrees to
for
pay the Salesman a commission
ordered through the Salesman and delivered by the Employer, including duplicate orders from the territory hereby granted to the Salesman, and the said commission shall be deemed earned upon the
of $
delivery by the Employer The Employer reserves the
of its product to the purchaser. right to reject any orders received
from or through the Salesman. There shall be a settlement and a payment of commissions at the end of the term of this contract. 7. The Salesman will pay all expenses incurred by him. 8. The Salesman agrees that he will make sales of the Employer's product and secure orders therefor only upon prices fixed by the Employer, and shall hi no event quote terms or prices in any manner different from those authorized by the
of the account for commissions
Employer, in writing. 9. The Salesman agrees to make daily written reports to the office of the Employer, as to the business done on each
day.
10.
.
The Salesman represents and hereby warrants that he will

,
produce accounts aggregating $

for
bona
fide
,
orders of
first
class
and hi the event that any of these months the Salesman fails to obtain such orders, the Employer may and is hereby granted the absolute right to cancel this contract on or before $
11.
This contract constitutes the whole agreement between
the parties. There are no terms, obligations, covenants or conditions other than contained herein. No variation thereof
shall
be deemed valid unless signed by the parties with the

formalities as this contract.
same
shall
tract shall be
deemed
of
Every term of this conthe essence thereof and any breach
be deemed of the very substance of the contract.
No
348
waiver of any breach of any term, condition or obligation hereof shall be deemed a waiver of similar terms nor shall a waiver of any breach be deemed a waiver of subsequent
breaches of the same or other nature.
12. At the end of the term of this contract, if the same shall have been fulfilled in all respects by the Salesman, he shall have the option to renew it upon the same terms and conditions as contained herein for a further period of one year and ending commencing
provided, however, that this further condition be complied with, that during the term of this contract, the Salesman shall have produced bona fide orders of first class accounts which
shall
have been approved and
filled
by the Employer,
to the
extent of at least
Contract between
Bond
tion of
Employer and Salesman Furnishing Repayment of Overdrawn Commissions Collec-
Moneys
for Principal.
Williston
Sections 43, 90, 1015n.
AGREEMENT made
by
herein-
hereinafter called the Employer, and after referred to as Salesman, WITNESSETH:

1.
The Employer hereby engages
the Salesman as a sales-
man and
capacity.
2.
the Salesman agrees to serve the Employer in such

.
Employer a surety which bond must be Dollars, satisfactory to the Employer, said bond to be furnished within months from the date hereof. 3. The Salesman agrees to devote his whole time and energy to his duties under this agreement. 4. The Employer agrees to pay the Salesman as compenof sation hereunder, an amount equal to the difference between the prices known as the salesman's
agrees to furnish the
The Salesman
for
bond
basis prices and the prices paid to be as set forth in Schedule
by the customers,
said basis
made
part hereof.
attached hereto and hereby In the event that the present market prices
of the products listed
on Schedule
or
any
of the ingredients
thereof, shall
349
be increased, then and in that event, the prices listed on Schedule A shall be correspondingly increased. 5. The Employer agrees to pay the Salesman $ per week, which sum shall be charged against and deducted
from moneys earned by him hereunder. If, however, commissions earned shall be less than the sum drawn hereunder, said Salesman agrees that the difference shall be a debt due and owing from and by him to the Employer and which he Commissions allowed and paid on accounts agrees to pay. which shall thereafter fail or remain -unpaid, shall be charged
against commissions.
Northwestern Mutual Life Insurance Co. v. Mooney, 108 N. Y. 118, 15N.E. 303. Lobsitz v. Leffler, 140 App. Div. 14, 124 N. Y. Supp. 533; Affirmed 206 N. Y. 703, 99 N. E. 1110; Durante v. Raimon, 136 App. Div. 448, 120 N. Y. Supp. 881 Wolfsheimer v. Frankel, 130 App. Div. 853, 115 N. Y. Supp.
;
958;
Hollender
467; Strauss
v.
Friedenberg, 60 Misc. 566, 112 N. Y. Supp.
v. Arthur Wolfsohn Co., Inc., 95 Misc. 171, 159 N. Y. Supp. 78; Samuels v. Bloom, 91 Misc. 7, 154 N. Y. Supp. 189; Auerbach v. Earner, 80 Misc. 645, 141 N. Y. Supp. 848; Kane v. Auto Laks Mfg. Co., 172 N. Y. Supp. 275; Isaacson v. Andrews, 64 App. Div. 408, 72 N. Y. Supp. 177; 69 App. Div. 430, 74 N. Y. Supp. 1039; Schwerin v. Rosen, 45 Misc. 409, 90 N. Y. Supp. 407; Jos. Beck & Sons v. Danaher, 93 Misc. 537, 157 N. Y. Supp.
503.
6.
It is agreed that the
collect
money
for
Salesman shall have the right to and on behalf of the Employer from cus-
he shall sell under this agreement, it being expressly understood and agreed that such collections are made by the Salesman as agent for the Company. 7. It is agreed that the Employer shall be the sole judge in the matter of extending credits and shall have the absolute right to fill or reject any order for goods sold hereunder. 8. It is agreed that the relation between the parties hereto
tomers to
whom
350
is
shall
that of employer and employee and nothing herein contained be construed to create the relations of partners, anything herein contained to the contrary in anywise notwith9.
standing.
is agreed that this contract may be terminated by either on hereto days' written notice to the other, party said notice to be sent by registered mail to the address of the
It
parties as hereinabove set forth.
Salesman's Contract
with Authority to Employ Sub-
salesmen
Williston
Sections 43, 90, 1015n.
AGREEMENT made
hereinafter called the Employer, residing at
between and
Salesman
1.
The Employer hereby employs
the Salesman, to
sell its
merchandise in the territory of 2. The Salesman accepts said employment and agrees to devote his entire time and energy to selling the merchandise of the Employer in said territory and agrees not to engage in any
other business, directly or indirectly.
3.
The Salesman The Employe
agrees to travel in and cover the territory
assigned to him, personally

4.
and
regularly.
agrees to pay to the Salesman five (5%) per cent, commission on net selling price of all merchandise shipped to customers in said territory during the term of this
agreement upon orders received during the term of this agreement. 5. The Salesman shall have a drawing account of $ per week, to be charged against commissions earned and to be
payable weekly.
The Employer shall have the right to suspend the drawing account at any time that the amount of commissions earned by
6.
pay the same, and the Salesman agrees to repay to the Employer, upon demand, and in any event upon the termination of his employment, whether by
the Salesman
is
insufficient to
expiration of this contract or for any other cause, the drawing account over commissions earned.
351
any excess
of
The Employer agrees to deliver to the Salesman monthly 7. a statement of the shipments upon which he is entitled to commissions during the preceding month.
8.
to
The Salesman shall have the right to employ sub-salesmen assist him in his territory, upon the written approval of the
The
said sub-salesmen shall be paid a salary of a a week to cover carfare and all other incidental
Employer.
9.
.... and $ ....
expenses for operating in their home town, and shall be allowed a maximum of $ per day, in excess of actual transportation expenses, for hotel expenses when they are on the road. The
Salesman agrees to obtain weekly expense accounts in detail from each sub-salesman and to submit the same with his approval to the Employer. No sub-salesman shall be continued in the employ of the Employer or Salesman unless he shall obtain at least $ worth of orders which shall be accepted the each by Employer, week, in operating in his home town, and $ worth of orders per week when on the road. The sub-salesman shall be paid a bonus of per cent. on the net selling price of all goods shipped pursuant to orders obtained by them and accepted by the Employer in excess of their minimums of and Sub-salesmen's salaries, bonuses and expenses shall be borne equally by the Employer and the Salesman, and the Salesman's share thereof shall be deducted from his drawing account, if any, and
charged against him in the Employer's monthly statement. 10. Either party shall have the right to terminate this contract by giving the other party thirty (30) days' written
notice
by
registered
letter
addressed to the parties at the
addresses given in this contract.
EMPLOYERS' CONTRACTS WITH EXECUTIVES

Employer and Manager, with Provision for Share of Profits to be Paid Partially in Stock of Company To Continue from Year to Year unless earlier terminated.
Williston, Sections 90, 104, 140, 495, 503, 576, 670, 744, 850, 1013, 1015 to 1018, 1021-1023, 1025-1028, 1350,
861, 871,
1362, 1423, 1459, 1477, 1646, 1940, 1942, 1959, 1973, 1976. AGREEMENT made between hereinafter
called
called the
the Employer, and Manager.
hereinafter
WHEREAS WHEREAS
the
Manager
desires to enter the
employ
of the
Employer, and
the Employer
is
willing to
employ the Manager on
the terms and conditions hereinafter set forth, Now, THEREFORE, in consideration of the premises, and of the mutual covenants hereinafter contained, it is agreed:
The Employer hereby employs the Manager for the period hereinafter set forth as one of its Managers, buyers and salesmen, and for such other and further work and duties as the
1
.
Manager may be instructed to do and perform by the Employer. 2. The Manager agrees to accept said employment, and to devote his entire time and attention exclusively to the business
Employer. It is agreed that the Employer shall have the any time to change or modify the work and duties to be done and performed by the Manager. 3. The period of employment under this agreement shall and shall, at the option of the Employer, end begin on on PROVIDED, HOWEVER, that unless the Employer to the Manager on or before notice of its intengives tion to terminate this agreement on then and in such event, the period of employment shall continue from year to in any year subsequent to the year, unless on or before
of the
right at
either party gives notice to the other of year ending the intention to terminate this agreement and upon the giving
,
352
of such notice
353
by
terminate on
4.
either party to the other, this agreement shall in the year in which such notice is given.
,
All notices of the intention of either party to terminate this agreement shall be in writing and sent by registered mail
addressed to the parties hereto, as follows 5. The Employer agrees to pay the Manager as
:
full
compen,
sation hereunder, a salary at the rate of $ per and in addition thereto, the Empayable per cent, of the ployer shall pay to the Manager
,
()
net profits of the business carried on by the Employer as shown by the annual statement of the Employer, which statement
be prepared by certified public accountants chosen by the Employer. The books and inventory of the Employer shall be conclusive on the Manager. If the net profits of the Employer, in any one fiscal year, however, shall be more than $ the share to which the Manager shall be entitled hereunder shall be calculated before Federal and State taxes have been deducted from the net profits. If said net profits, however, in any one fiscal year, said share to shall be less than $ which the Manager shall be entitled shall be calculated after Federal and State taxes have been deducted from the net profits. It is agreed, however, that in the event of any change or modification in the present Federal Income or Excess Profits Tax Laws, the Employer shall have the right at its option to calculate the share of the net profits to which the Manager shall be entitled either before or after the deduction of Federal and State Income and Excess Profits tax, regardless of the
shall
amount of the total net profits made by the Employer. The amount of the net profits to which the Manager entitled hereunder, shall be credited to him within
shall
be
days after the close of the fiscal year of the Employer, and the Manager agrees to purchase from the Employer such amount up to per cent, of the then outstanding capital stock of the Employer as shall be represented by the difference between such share of the net profits to which the Manager shall be entitled, and such amount as the Manager shall be liable to pay for Federal and State Income taxes on the taxable incomes received by him in the preceding year. If the per cent, of the net profits to which the
()
()
354

shall
be entitled hereunder, less such amount as the shall be liable to pay for Federal and State taxes as above set forth, shall amount to more than per cent, of the then outstanding capital stock of the Employer, then and in such event, any excess shall be paid "to the Manager
Manager Manager
()
in cash.
In event of the death of the Manager or upon his ceasing employ of the Employer for any reason whatever, or in the event of his total disability, the Employer shall have the right within days after the cessation of such
6.
to be in the
employment, or
death within
his total disability, or in case of the Manager's days after the qualifications of his legal
representatives, to purchase any stock of the Employer held by the Manager at the book value thereof as shown by the last
preceding annual statement of the Employer, plus per cent, interest from the date of such last preceding annual statement to the date of the purchase of the stock by the
()
Employer. In the event of the Manager's ceasing to be employed by the Employer or of his total disability, notice of the Employer's intention to purchase said stock shall be sent by registered mail to the Manager, addressed to and in the case of the Manager's death, notice shall be sent to the duly qualified representatives of the estate of the Manager within days after the Employer shall have been furnished with the address of such legal representatives. All certificates of stock of the Employer issued to the Manager
hereunder shall bear on their face the following: "This certificate is subject as to transfer to a certain agree" ment made between dated and
,
agrees that he will not engage in any business other than that of the Employer, or in any way directly or
7.
The Manager
indirectly represent or be connected with any other person, firm or corporation during the period of his employment
hereunder.
355
Contract of
Employment
of Executive
with Provision for
Sharing of Profits as
Williston
Compensation
Sections 1028, 1030, 1358-1362;

v. v.
Ballenberg
Hathaway
984;
Wahn, 103 App. Div. 34, 92 N. Y. Supp. 380; Clendening, 135 App. Div. 407, 119 N. Y. Supp.
herein-
after referred to as the
between Employer, and referred to as the Employee, WITNESSETH:

1.
AGREEMENT made
hereinafter
in the
The Employer hereby employs the Employee to assist and by his management of its business of
personal efforts, his business experience and advice, to assist in the conduct of said business.
2.
assist in the
The Employee accepts said employment and agrees to management of the Employer's business by his
The Employee
personal efforts.
agrees to devote his entire time and energy exclusively to the business of the Employer and not to engage in any other business.
3.
4.
to accept, in full
The Employer agrees payment
to
pay and the Employee agrees
a week, and
5.
for his said services, $ of the net profits of the business payable
The Employee
all
shall
have the right and privilege to

.
in-
the books and papers of the Employer. spect 6. The term of this contract shall be from.
7.
to
agrees that the Employer shall have the to terminate this contract if the business conducted by right the Employer shall be unprofitable, upon giving to the Em-
The Employee
ployee thirty (30) days, notice in writing of his intention to do

so.
Contract of
Employment
of
Executive with Provision for
Sharing of Profits as
Compensation
Another Form
Heaphy v. Eidlitz, 197 App. Div. 455, 189 N. Y. Supp. 431. hereinAGREEMENT made between
.
356

,
hereinEmployer, and WITNESSETH. Manager, 1. The Manager hereby agrees that for the term of years from the above date he will well and faithfully serve the Employer as general superintendent and perform such other duties pertaining to their business of
after designated as the after designated as the
Employer may direct. During the life of this agreement the Manager will devote his entire time and energy to the furtherance of the interests of the Employer, under his direction, and will not act in an
2.
as the
advisory or other capacity for any individual, firm or corporation other than the Employer hi matters pertaining to the business of or in the (describe duties of Manager), without first having obtained the consent of the Employer.
,
3.
the Employer agrees to pay to the for the year commencing

,
In consideration of the faithful performance of the above, Manager the sum of $
and ending
(
. .
and
a compensation and in addition thereto
for the succeeding equivalent to the sum of $
years,
each year
of the business of the said
(%) per cent of the net profits Employer to be determined as herein-
after provided, said yearly sum of $ to be paid in monthly payments on the first day of every month. 4. The net profits of the business for the period above mentioned shall be determined by deducting from the earnings
of the
Employer
all
expenses of any and every nature, and
also the salaries to be paid to the said Manager. 5. The earnings of the said Employer in which the said
Manager
shall share shall
be such amounts as shall have been
earned and paid during the year preceding for work actually performed on (describe Employer's business) and against or upon which no claim has been made. 6. In case the Manager shall be unable to fulfill his part
of this contract,
to whether he
is
is
through illness or otherwise, the decision as to be remunerated and the amount thereof
to be entirely within the uncontrolled discretion of the

7.
Employer.
In the event of the death of the Manager during the existence of this agreement, then this agreement shall immediately
357
terminate, and an accounting of the amount due up to the date of such death shall be made to the Manager's personal representatives in the same manner as if the said date of death
were the termination of the yearly period herein provided
for.
Employment Contract
Salary to Continue
Provisions for Elimination of
Of General Manager by Corporation Manager from Control, Stock Payments in Escrow

between
,
AGREEMENT dated
(hereinafter called the
"Employer") and (hereinafter called "Employee").

to
of
The parties agree: 1. The Employer agrees
employ the Employee to perform
the duties and render the services hereinafter provided, and the Employee agrees faithfully and diligently to perform said
and render said services, for the period commencing at the date hereof and ending three years from the date hereof (hereinafter called the "employment period").
duties
2.
The duties to be performed and the services
to be rendered
:
by the Employee under this agreement, are as follows (a) From the date hereof until the mailing to the Employee
b of this paragraph 2 be the General Manager of, and shall supervise, the production, manufacture and distribution of all produced, manufactured or distributed
of a notice as hereinafter in subdivision
provided, the
Employee
shall
by the Employer, subject, however, to the control Board of Directors, Executive Committee and general
of the Employer. (b) If at any time the
shall
of the
officers
Board
of Directors of the
Employer
with the services of the Employee as General Manager and the Employer shall mail to the Employee notice in writing of such determination, addressed to him at then upon the expiration of five (5) days from the mailing of such notice, all power and
it is
determine that
dissatisfied
Employee as General Manager shall, without any further action, cease and determine, and thereafter the duties to be performed and the services to be rendered by the Employee shall be to give to the Employer from time to time during the employment period advice in
authority,
and
all duties,
of the
358
connection with such matters as the Triangle

request.
3.
Company may
The Employee
he
will
agrees that during the employment period devote his entire time and attention and his best efforts
to the performance of said duties and the rendering of said services, and that during the employment period he will not
directly or indirectly engage in the production or manufacture of any kind or description, or in any way carry on or be connected with (either through stock
or distribution of
business either for ownership or otherwise) any his own benefit or for or with any other person, firm or corporation whatsoever. 4. In full payment for all services of the Employee here-
under, the Employer agrees:
Within thirty days after the execution to issue and to deposit with
(a)
of this
agreement
satis-
or
some other
Bank
or Trust
Company
in the City of
factory to the Employee (hereinafter called the Depositary), to be held by the Depositary in escrow and to be delivered by
the Depositary to the Employee upon the terms and conditions following, certificates for $ par value, of the
capital stock of the Employer. All dividends which may be paid upon said stock while it shall be so held in escrow shall
belong and be paid to the Employee. There shall be delivered and each first to the Employee on each first day of the of day during employment period, commencout of said stock and as his absolute however ing for certificates $ par value thereof. In the property,
,
event of the Employee's death or incapacity by reason of illness to render services hereunder, delivery of stock shall nevertheless be made to his representative or to him on the dates such deliveries would otherwise have been made. Said stock shall be issued in the name of the Employee, and the Employee agrees to endorse the certificates therefor in blank
in
form
sufficient for transfer before the deposit thereof as
herein provided. (b) To pay to the
per Employee the sum of $ week during the first year of the employment period and $ per week thereafter, payable in each case at the
end
of each
359
render services
week so long as the Employee shall continue to and perform duties hereunder during the em-
ployment period. 5. The Employee agrees to accept said stock and the payment provided for in Paragraph 4 upon the conditions hereinbefore provided in full payment for the performance of all duties and the rendering of all services to be performed or
rendered hereunder.
IN WITNESS WHEREOF, The Employer has caused this agreeto be signed by its proper officers hereunto duly authorized under its corporate seal, and the Employee has hereunto set his hand and seal as of the day and year first above
ment
written.
Employment of General Manager by Corporation between AGREEMENT made this day of

,
corporation
of
hereinafter referred to as the

of
,
"
"
Employer,
hereinafter
and
referred
to
as
the
Employee": WlTNESSETH 1. The Employer hereby employs the Employee

I
"
to serve as
and as assistant general manager of its business, under the direction of the Executive Committee, Board of Directors and the Executive officers of the company, and the Employer agrees to pay the Employee the salary and
assistant to the President
percentage hereinafter specified.

agrees to serve the Employer in the capacities above specified for the compensation hereinafter specified, and under the direction above specified, and to devote
2.
The Employee
his
entire time
and energy exclusively to the Employee's
business.
The compensation which the Employer agrees to pay the Employee for which the Employee agrees to serve the Employer a week, payable at the as aforesaid, is the sum of $ end of each week during the term hereof, and in addition, per cent of all sums paid out by the Employer as
3.
dividends upon either

4.
its
preferred or
common stock.
shall
The term
of this
agreement of employment
be three
360
years from the date hereof, but the Employer shall have the privilege of canceling this agreement, and the Employee's
employment, on
thereafter
or at the end of any quarter by notifying the Employee, and at the same time paying him an amount equal to his compensation under this
agreement during the preceding six months.
Agreement
Employment of Manager of One of Chain of Cash Deposit as Security Term of Employment as Long as Employment Satisfactory
for
Retail Stores
AGREEMENT made
between
this
,
day
,
of

Employer and the Manager, WlTNESSETH
WHEREAS,
for the sale of
the Employer operates a series of retail stores

,
and
WHEREAS, the Employer desires to employ the Manager as the manager of one of its stores, and the Manager is desirous
of entering
upon
said
employment,
it
is
Now, THEREFORE,
follows
'
agreed between the parties, as
1.
The Employer agrees

management of
to
of the store at
general
employ the Manager as Manager or at any other store under the its successors and
,
assigns, so long as the services of the Manager are satisfactory to the Employer, and the Manager hereby accepts said employ-
ment under the terms herein specified,

per week.
at a salary of $
2. The Manager agrees to be personally responsible for all merchandise and money that may be charged to him in any of such stores of which he shall be Manager and for all moneys
by him or any of his subordinates. 3. The Manager agrees to and does hereby deposit with the as security for the faithful performEmployer $ ance by him of all the terms of employment hereby undertaken by him and also as security for the complete and proper accounting by him for all the property or money obtained by
that are received
him or
his subordinates
361
from the Employer or in the course on the Employer's behalf. The Manager agrees to be personally responsible for all said merchandise and money that may be charged to him in any of the stores of which he shall be Manager, and all moneys that are received by him or
of business
any
4.
of his subordinates.
Should shortages occur while the Manager is manager of any particular store or stores, such shortages may be deducted by the Employer for the time being from the $ cash security above referred to as soon as any shortage is
discovered, excess of $
It
and the Manager agrees

,
to
pay any amount
in
the
amount
of said security, to the
Employer, upon demand.

5.
is
agreed that the cash security furnished by the

,
Manager shall always amount to $ should any amount be deducted on account of Manager agrees to provide a sufficient amount amount of such security to $ 6. The Employer agrees to pay the Manager interest per annum on the amount $
or over, and shortages, the

to restore the
at the rate of
of
said
cash
security, during the time it is in the Employer's possession. 7. In the event that the Employer should dispose of his business or should permit other parties to become interested
therein in
any form, then
it is
hereunder
may
be transferred and held for the benefit
agreed that the security held of such
succeeding employers or other interested parties and that this agreement shall inure to their benefit.
8. The Manager hereby admits that the merchandise shown on the annexed statement was in the store No
in
at the time of the date of said statement,
and that the values thereof are correctly there stated, and that all the figures and computations on said account are
correct.
9. The Manager agrees to indemnify and save harmless the Employer, its successors and assigns, from any expense or damage that may be caused to them, or either of them, by any claim made against them or either of them, based on any
misconduct of the Manager br any alleged conduct or misconduct on his part.
EMPLOYMENT OF ACTORS
Contract
Actor and Manager.
Williston, Sections 850n., 1015, 1450.
Broughton
inafter called
v.
Kalich, 185 N. Y. Supp. 318.

(here(hereinafter called

Manager) and
Actor)
1.
:
The Manager engages the Actor to render services in as upon the terms herein set forth, and the
, ,
actor hereby accepts such engagement on the following terms: (Here state the name of the part and of the play in which the
actor
is
to appear; also,
if
he
is
to be required to understudy).
OPENING DATE. 2. The date of the
first public performance shall be about or not later than fourteen days thereafter.
Employment hereunder
beginning of rehearsals,
shall
and
shall continue until
begin on the date of the terminated by
such notice as
is
herein provided.
agrees, as
COMPENSATION 3. The Manager

under, to
pay the Actor $
compensation for services hereevery week from the date of
the
first
public performance of the play.
4. The Actor, if required, shall give four weeks' rehearsal without pay; if further rehearsals are required, then for each additional week, or part thereof, the Manager shall pay the Actor, on Saturday of that week, at the rate of one-half of the Rehearsals shall be consalary mentioned in paragraph 3. sidered to be continuous from the date of the first rehearsal to
the date of the

in
2.
first
public performance of the play as provided
paragraph (If the above play is a musical play or a spectacular produc" tion, then, wherever the word "four appears in this paragraph the word "six" shall be substituted.)
362
ACTORS' CONTRACTS
5.
363
This contract may, during rehearsals, be terminated, as

:
follows
NOTICE OF TER
At any time during the first ten days rehearsals of the company, by either party, by giving written notice, if this contract be signed and entered into within two months of the date mena.
'
tioned in paragraph 2; or b. Any time after the first ten days rehearsals, by the Manager, by paying the Actor a sum equal
'
to
two weeks'
c.
salary; or
'
Manager giving written notice and the Actor two weeks salary, unless the paying to Manager shall have previously notified the Actor
By
the
Actor
that the play will not be produced or that the will not be called for rehearsal: Provided,
further, that the
INDIVIDUAL TERMINATION.
Actor has secured another engagement at a salary not less than herein provided, payments under which are to begin not later than the date of the first public performance herein provided. In these events, the Manager shall not pay said sum equal to two weeks salary, nor shall he do so if, under similar circumstances, the Actor secures an engagement at a lesser salary to be paid prior to the date mentioned in paragraph 2; in that event the Manager shall pay the difference between the sum equal to two weeks' salary and the sum which the Actor would receive for two weeks work. 6. Either party may terminate this contract at any tune on or after the date of the first public
' '
performance of the play by giving the other party two weeks' written notice. d. The Actor may cancel the contract by giving
written notice and paying to the equal to two weeks salary.
'
Manager a sum
CLOSING OF PLAT
7.
a.
If
OR COMPANY
Manager notice, and terminate the
the play runs four weeks or less, the may close the play and company without
right of the Actor to
further compensation: Provided he has paid the
364

Actor for
first
b.
from the date of in and no event not less. public performance, If the play shall run more than four weeks,
all
services rendered
Manager shall give one week's notice of the closing of the season of the play and company, and thereby terminate the right of the Actor to
the
compensation except for services performed to the

date of closing. 8. If the Manager
rehearsals because of
star, or prominent
is
prevented from giving

accident, riot, illness of of the cast, act of
fire,
member
God, public enemy, or other cause which could not reasonably be anticipated or prevented, then the tune so lost shall not be counted as part of the
weeks' rehearsal period herein provided. said tune so lost shall exceed two weeks, the Actor shall be free if he so elects.
four
When
Producing Managers' Association and Actors' Equity Association. Standard Form of Actor's Contract
Williston, Sections 850, 1015, 1450.
AGREEMENT made
between ager ") and "Actor ").
19.
. .
this
day
of
(hereinafter called
"Man-
(hereinafter called
AGREEMENT OF EMPLOYMENT.
1.
The Actor and the
Manager agree that this contract is entered into independently of any other contract between any Equity member and any
producer and of any other contract or contracts, affiliation or understanding of any character whatever other than the agreement dated September 6, 1919, between Producing Managers'
Association and Actors' Equity Association. The Manager engages the Actor to render services in *
appear; also,
*(Here state the name of the part and of the play in which the Actor if he is to be required to understudy.)
is
to
upon the terms herein

:
forth,
and
the Actor hereby accepts such engagement on the following terms
OPENING DATE.
2.
The date
of the first public perform-
ACTORS' CONTRACTS
365
,
ance shall be the day of or not later than fourteen days thereafter. 19 Employment hereunder shall begin on the date of the beginning of rehearsals and shall continue until terminated
. . . .
by such notice as COMPENSATION.
is
herein provided.
3.
for services hereunder, to
The Manager agrees, as compensation pay the Actor the sum of

)
Dollars
date of the
first
every week public performance of the play.

($
from the
4. (a) The Actor, if required, shall give four weeks' rehearsal without pay; if further rehearsals are required, then, for each additional week or part thereof, the Manager shall pay the Actor full salary therefor.
REHEARSALS.
(b)
Rehearsals shall be considered to be continuous from

first
the date of the
rehearsal to the date of the
first
public per-
formance of the play as provided in paragraph two. (c) If the above play is a musical play, or a spectacular " appears with production, then, wherever the word "Four " shall reference to rehearsals in this contract, the word "Five be substituted. NOTICE OF TERMINATION DURING REHEARSALS. 5. This contract may, during rehearsals, be terminated as follows: (a) At any time during the first ten days' rehearsals of the Actor by either party by giving written notice, if this contract be signed and entered into within two months of the date mentioned in paragraph two, except in case the Actor be re-engaged for a part which he has previously played or (b) Any time after the first ten days' rehearsals of the Actor, by the Manager, by paying the Actor a sum equal to two
;
weeks' salary. (c) The Actor

notice
salary.
may cancel the contract by giving written and paying to the Manager a sum equal to two weeks'
a play be rehearsed less than ten days and abandoned the by Manager, the Manager shall pay the Actor one week's
(d) If
salary.
NOTICE OF TERMINATION BEFORE REHEARSAL.

tract
This con-
may
:
before the beginning of rehearsals be terminated as
follows
366
If this

contract be signed and entered into prior to two
months
(e)
mentioned in paragraph two: By Manager giving written notice and paying to the Actor two weeks' salary, unless the Manager shall have preof the date
the
viously notified the Actor that the play will not be produced or that the Actor will not be called for rehearsal; provided
engagement at a than herein provided, payments under which are to begin not later than the date of the first public performance herein provided. In these events, the Manager shall not pay said sum equal to two weeks' salary, nor shall he do so if under similar circumstances the Actor secures an engagement at a lesser salary to be paid prior to the date mentioned in paragraph two; in that event the Manager shall pay the difference between the sum equal to two weeks' salary and the sum which the Actor would receive for two weeks' work. INDIVIDUAL TERMINATION. 6. Either party may terminate this contract at any time on or after the date of the first public
salary not
less
further, that the Actor has secured another
performance of the play by giving the other party two weeks'

written notice.
TERMINATION BY CLOSING OF PLAY AND SEASON.

If
7.
(a)
the play runs four weeks or
less,
the
play and company without notice, right of the Actor to further compensation, provided he has paid the Actor for all services rendered from the date of first public
performance, and in no event less than two weeks' salary. (b) If the play shall run more than four weeks, the Manager
shall give
Manager may and terminate the
close the
one week's notice of the closing of the season of the
play and company, and thereby terminate the right of the Actor to compensation except for services performed to the date of closing.
LOST REHEARSALS.
8.
If
the Manager
is
prevented from
giving rehearsals because of fire, accident, riot, strikes, illness of star, or prominent member of the cast, Act of God, public enemy or any other cause which could not reasonably be antic-
ipated or prevented, then, the time so lost shall not be counted as part of the four weeks' rehearsal period herein provided.
When
said time so lost shall exceed

if
two weeks, the Actor
shall
be free
he so
elects.
ACTORS' CONTRACTS
367
CLOTHES.
9.
(a)
clothes as are customarily
The Actor shall worn by
furnish
and pay
for such
civilians of the present
together with wigs, boots, and shoes All other clothes, wigs, shoes, " costumes and appurtenances and all to be properties furnished by the Manager.
day
in this country,
necessarily appurtenant thereto.
'
(b) If the
Actor be a woman, then the following clause

:
supersedes (a) In both dramatic and musical companies all artists' gowns, " " hats and all properties shall be furnished by the Manager. Footwear and wigs for modern plays to be furnished by the
Actress.
(c) All costumes, wigs, shoes and stockings shall be furnished the chorus by the Manager.
understood that in every case where the Manager furnished costumes and appurtenances under this paragraph
(d)
It is
of the agreement,
if
notice of cancellation of this contract be
given by such Actor, in that event he or she shall reimburse the Manager for the necessary and reasonable expense to
which he
may
be put in altering or rearranging such costumes

10.
(a)
for his or her successor.
NUMBER OF PERFORMANCES.
shall constitute
Eight performances
equal to one-eighth of the weekly salary shall be paid for each performance over eight in each week,
a week's work.
A sum
be paid on Saturday night. TRANSPORTATION. 11. The Manager hereby agrees to pay for transportation of the Actor when required to travel, including transportation from New York City to the opening point, and back to New York City from the closing point. The Mana(b) Salaries shall
pay the cost of all transportation of the Actor's personal baggage up to two hundred pounds weight. 12. (a) If this contract is cancelled by the Manager, he
ger, also, agrees to
agrees to
City.
pay the
railroad fare of the Actor
back to
New York
(b) If this contract
is
cancelled
by the
Actor, he agrees
City,
to
pay
his
own
railroad fare
back to
New York
and
to reimburse the
Manager
for
any
railroad
fare the
Man-
ager
may have to pay for the Actor's successor up to an amount
368
THE LAW OP CONTEACTS
not exceeding railroad fare from New York City to the point where said successor joins the Company. (c) If the Company is organized and its members are en-
gaged outside of
unless
for
it is
New
New York City, the name of such place is, otherwise stated, herein agreed to be substituted York in paragraphs eleven and twelve.
13.
LOST PERFORMANCES.
direct, and the Company by such routes as Actor shall not demand compensation for any performance lost through unavoidable delay in travel which prevents such performance by the Company. 14. It is further agreed if the Company cannot perform because of fire, accident, strikes, riot, Act of God, the public enemy, or for any other cause which could not be reasonably anticipated or prevented, or if the Actor cannot perform or rehearse on account of illness or any other valid reason, then the Actor shall not be entitled to any salary for the time during which said services shall not for such reason or reasons be rendered. If this illness of the Actor should continue for a period of ten days or more, the Manager may terminate the
The Actor shall the Manager may
travel with the
contract.
Beginning with the season 1920-1921, full be paid the week before Christmas and Holy Week, but during the season, 1919-1920, the Manager has the right to lay off the Company without salary for the week before Christmas and the week preceding Easter Sunday, or both weeks, if desired. In the event of such lay-off, the Manager shall not be entitled to the services of the Company unless rehearsals be made necessary by the sudden illness of the star, or
15.
LAY-OFF.
salaries will
of
some prominent member DUTIES OF THE ACTOR.
of the
Company or
of
change in
the cast.
16.
The Actor
agrees to be prompt
at rehearsals, to pay strict regard to make-up and dress, to perform his services in a competent and painstaking manner,
by all reasonable rules and regulations, and to render services exclusively to the Manager from the date of beginning of rehearsals, and shall not render services to any other person,
to abide
firm or corporation, without the consent of the Manager.
NOTICES.
17.
All
communications which
refer
to
the
ACTORS' CONTRACTS
369
Company in general shall be posted upon the call-board. Notice to the Manager must be given to him personally or to
his representatives.
ARBITRATION. 18. In event any dispute shall arise between the parties as to any matter or thing covered by this contract, then said dispute or claim shall be arbitrated. The Manager shall choose one arbitrator and the Actors' Equity
Association the second.
shall
If within three days these arbitrators not be able to agree, then within that time they shall choose a third, who shall not in any way be connected with the Theatrical Profession. If
they
fail
to do so,
or his
appointee, shall
parties
be the third.
The
arbitrator shall hear the

claim.
and within ten days decide the dispute or
The
The
decision of
decision of a majority of said arbitrators shall be the all, and shall be binding; said decision shall be final.
arbitrators shall determine
by whom and
in
what proparties
finally
portion the cost of the arbitration shall be paid.
The
hereby appoint said Board
its
agents, with full
power to
and agree that its decision shall constitute an agreement between them, having the same binding force as if agreed to by the parties themselves.
settle said dispute or claim,
Should suit be brought before the selection of arbitrators, the party sued may at any time after suit and before trial give notice to arbitrate, and then in such case arbitration must be chosen as stated hereinabove.
parties hereto shall pay the arbitrators respectively selected by them, and they shall bear equally the expense of
The
the arbitration and the umpire.
MANAGER
ACTOR
Contract between Producer and Actor

Williston
Morrison
v.
Section 413, 850n., 1015, 1450, 1940, 1980; Hurtig & Seamon, 198 352, 91 N. E. 842.
AGREEMENT made
hereinafter
between ....
described as the Producer described
as
hereinafter
and
Actor, WITNESSETH:
the
370

in consideration of
That
the
covenants and agreements

:
hereinafter contained, the parties agree as follows 1. The Producer hereby employs the Actor to perform in
any
parts which he may be cast for, in any musical comedy or farce to be produced within the United States or elsewhere, for the term of theatrical seasons, commencing on or about 2. The Actor agrees to enter into the employment of the Producer, and covenants that he will attend and take part in all rehearsals called by the Producer, that he will pay strict regard to make-up in the dressing of characters, and will attend and take part in all performances given by the Producer during the term of this agreement, each evening of the week, whenever called upon so to perform, and on such afternoons as may be designated by the Producer for matinee performances, including the afternoons of all holidays. 3. The Actor further agrees to abide by and conform to all
the rules and regulations of the Producer

after to be
now made
or here-
made and to pay all and every forfeits which may be fixed by the Producer for any breach of such rules. 4. The Actor agrees that inasmuch as his performances are
unique and of an extraordinary character, and since it would be impossible easily to replace him, that he will not appear or perform at any other theatre or place of amusement, or for any other person or persons, except the Producer, anywhere during the term or period fixed by this agreement or any
special,
extension thereof, without the consent in writing of the Producer had and obtained, and that, upon a breach or violation
of this condition or covenant, the Producer shall be entitled as a matter of right, and without notice, to an injunction to be
competent jurisdiction, to restrain the Actor from a violation thereof, or from appearing or performing
issued
by any court
of
for
any other person, firm or corporation except the Pro-
ducer.
5.
The Actor agrees
to furnish at his
own
expense,
all
necesgloves,
sary costumes, wigs, shoes, boots, tights,

in
stockings and
and about
6.
his performances.
ested in
The Actor agrees that he will not be or become interany theatrical business, or venture, without the consent
ACTORS' CONTRACTS
in writing of the tract.
7.
371
this con-
Producer during the continuance of
agrees to pay to the Actor and every week, during which performances shall be actually had; and for the season of the Producer to to the Actor the sum of agrees pay jointly dollars each and every week, during which performances shall
dollars each
,
The Producer
be actually had. No salary, however, shall be paid for any rehearsals for performances which shall be prevented by accident or other unavoidable or necessary lay-offs, or for performances in which the Actor shall not participate.
8.
It is agreed
that the Producer
will
pay the
fares of
the Actor on to the opening stand and back to

City.
9.
New York
star dress-
It is also agreed that
is
to
have the
ing room and
alone.
10. It is agreed that in the event of the Actor committing a breach of this agreement or becoming intoxicated or committing a breach of any of the rules and regulations of the Producer, the Producer shall be entitled forthwith to terminate
this agreement.
CONTRACTS OF EMPLOYMENT RESPECTING REAL PROPERTY

Contract Granting Exclusive Agency to Rent Real Estate.
Williston
Moses
Shultz
v.
v.
Sections 60, 450, 1012, 1406, 1446, 1645; Bierling, 31 N. Y. 462;

Griffin, 5
Misc. 499, 26 N. Y. Supp. 713; 17 Misc. 402, 39 N. Y. Supp. 1057; Rothe, Van Patten v. Taber, 71 Misc. 610, 130 N. Y. Supp. 1055; Harris v. Morton, 101 Misc. 398, 167 N. Y. Supp. 80.
Levy
v.
AGREEMENT made
between
hereinhereinafter
after designated as the Owner, and designated as the Agent, WITNESSETH:

1.
authorizes the said agent to take sole, entire, and exclusive charge of the renting of the and several lofts and parts thereof, building known as
The Owner hereby employs and
and
also to
renew various
leases
now
premises, for the period of
from the date
existing for parts of said of this agree-
ment.
2.
The Owner
agrees to
services to be rendered
pay the Agent compensation for the by said Agent at the following rates:
set
(A) For all new leases of space in the said premises, at the rates forth in the regulations as to real estate commissions
,
adopted on the by the Real Estate Board of New York; (B) For all renewals of leases of space in the said premises, at the rate of one-half the usual commissions established as aforesaid by the Real Estate Board of New York. 3. It is agreed that in all cases where leases of space in the said premises are effected by any other broker who will be recommended by the owner in conjunction with the said Agent, the said Agent is to pay such other broker his commission, and that in such event the Owner will pay to the said Agent, in
addition
to the compensation stipulated in the foregoing clause 2 of this agreement, a further amount equivalent to of said stipulated compensation.
372
CONTRACTS OF EMPLOYMENT RESPECTING REAL PROPERTY
373
4. It is agreed that during the term of this agreement all brokers consulting or applying to the said Owner in respect to the leasing of space in the said premises shall be instructed to
deal with and through the said Agent that renewals of existing or future leases of space in the said premises during the term of this agreement shall be made solely by and through the said
;
Agent; that during the term of this agreement the said Owner permit the display upon the said building of a sign of the said Agent announcing that said premises or any part thereof are to be let; and that during the term of this agreement the said Owner will not allow the erection or display upon said
will
ment
5.
building or any part thereof of any sign or device or announceof similar effect of any person, firm or corporation other
than the said Agent.

agrees to use
for
Agent hereby accepts said employment and best skill and efforts to procure suitable tenants said building and the several parts thereof and to accept
said
its
The
and receive the commissions hereinbefore

compensation agreement.
for all services to
set forth in
it
full
be performed by
under
this
Agreement between Owner
of Real Estate and Agent for Care of Property
Williston
Sections 60,
w and 450.
between and Owner)
:
AGREEMENT made
(hereinafter referred to as the Agent). The parties agree as follows

1.
The Owner hereby employs the agent

;
as
its
general agent
to take entire charge of the premises for the term of
commencing and ending

unless sooner terminated as hereinafter provided. 2. The Owner hereby grants to the agent authority to ask, demand, collect and receive all rents, and to give receipts
therefor; to order, direct and superintend all repairs and decorations and to make disbursements for same; to hire employees
374
and
to pay the salary or wages of the same; to make all purchases and in general to do and perform all acts and things incident to such management and to make all disbursements in
connection therewith.
The Agent agrees to render to the Owner a monthly 3. statement of all moneys received and disbursed in connection with the management, and to pay to the Owner, or his order, the balance thereof remaining after deducting all charges and expenses in connection therewith, and the Owner agrees to
reimburse the agent for any deficiency. 4. The Owner agrees that the agent shall retain for its services in connection with the management of said property
per centum (....%) of the gross receipts during the term of
contract.
5.
its
In the event of the sale or exchange of the property, the Owner may cancel this contract at any time by giving the Agent
thirty (30) days, prior written notice,
pay the Agent
-.
($
and the Owner agrees to ) Dollars, upon
the cancellation of said agreement.

Standard Form
tion of Play,
of
Minimum Dramatic
Contract for Produc1
Inc.,
Adopted by the Authors' League of America, and the Producing Managers' Association
Sections 850, 1015, 1450;
this
Williston
THIS AGEEEMENT made and entered into 19 of by and between

. .
day
,
hereinafter referred to as the Manager, and hereinafter referred to as the Author

,
WITNESSETH
WHEEEAS,
titled
the Author
is
the sole author and owner of a cer-
tain original play or dramatic composition provisionally en-
and
desires to obtain the exclusive right the said play in the United States of
WHEEEAS, the Manager
to produce and perform America and the Dominion of Canada, and WHEREAS, the said Author is willing to grant to the said Manager the exclusive rights to produce the said play in the said territory under certain terms and conditions Now THEREFORE, in consideration of the premises and the mutual promises and covenants herein contained, it is agreed by
;
the parties as follows:

1.
The Author hereby
leases to the
Manager the
sole
and
exclusive right of presentation on the regular speaking stage in the United States of America and Dominion of Canada, of the
play now entitled on the covenants and conditions hereinafter mentioned.

2.
The Manager
to the
agrees
upon the signing
of this contract to
of which sum , receipt as an is hereby acknowledged, advance upon royalties accruing as provided in Section 3 hereof. This sum shall be the absolute
pay
Author
property of the Author and shall not be returnable in any event. 3. The Manager agrees to pay to the Author, or his duly
1 Formal phrases which have no bearing on the content of the form have been omitted.
375
376
authorized representative, not later than ten days following each and every calendar week during which a performance of the said play shall have been given, a sum, equal to
thousand dollars gross weekly box office receipts from all sources whatsoever on account of said play and of the next thousand dollars gross weekly box of all gross weekly box office receipts as aforesaid and office weekly box office receipts as aforesaid in excess of thousand dollars, and to render at the same time authenticated and accurate weekly statements of the gross box office receipts from each and every performance, exhibition, representation, and production of the said play by each and all companies in the United States of America and Dominion of Canada during such calendar week, said statement to be signed by the Treasurer or Treasurers of the theatre in which any and all such representaof
the
first
tions, exhibitions,
performances or productions are given and countersigned by Manager or his duly authorized reprethe
sentative.
The term "gross weekly box office receipts from all sources whatsoever" as used in this agreement shall be construed to include any sums over and above regular box office prices of tickets received by the Manager from speculators, ticket agencies or other persons and any other additional sums whatsoever, received by the Manager on account of said play.
mutually agreed by the parties hereto that if the said be performed by more than one company each company shall be considered as a separate undertaking and the royalties accruing from each company shall be computed
It is
play shall
and paid separately according to the provisions

4. If
set forth.
the said play
is
ever used in repertoire or broken weeks,
as an original or first class production (as distinguished from stock or stock repertoire), it is agreed that the royalties as
aforesaid in either or in both of these events shall be reckoned in
groups of eight performances, such eight performances to constitute a week for the purpose of paragraph 3 of this agreement.
The Manager agrees to produce said play for a consecurun in an evening bill in a first class manner and with a first class cast in a first class theatre, in a first class city in the
5.
tive

United States or Canada within
this
if
377
of
six
months from the date
the said play is not produced and preagreement, and sented by the said Manager within the said time, the said
Manager
agrees that
all
rights in
and
to the said play
rights granted by mine and shall revert to the said Author, unless the said Manager, on or before the expiration of the said time shall have paid
to the Author a further sum equal to the first payment as provided for in paragraph 2 herein which sum shall be regarded as additional advance royalty. If such payment is made, then
this contract shall forthwith cease
and all and deter-
and
in that event, the
Manager shall have,

first
for such
payment, an
extension of the date of the
further period of six (6) duced, the Manager agrees forthwith to return to the said
production of the said play for a months. If the said play is then not pro-
Author, all manuscripts and parts of the said play in his possession or under his control, and shall lose all rights in and to the
and all rights granted to him by this contract shall Author forthwith. 6. The Manager agrees to announce the name of the Author as sole Author of said play in all advertising matter in which the
said play
revert to the
Manager appears. The Manager agrees to produce the play without any additions, omissions or any alterations whatsoever, except such as may be specifically authorized by the Author in writing, and with a cast and production approved by the Author, such approval not to be unreasonably withheld. The Author shall be notified of rehearsals and shall have the right to attend any and
7.
name
of the
all
rehearsals of said play, and it is further agreed that this covenant is of the essence of this agreement. In the event of
arising from this clause the matter shall be referred to the arbitration committee as provided for in Paragraph 21
8.
any dispute
of this agreement.
further agrees to pay such hotel and travelling expenses as the Author has incurred in taking any trips outside of New York City to attend any preliminary rehearsals
prior to the opening performance of the said play, and to the opening performance of said play, and at any other time when
The Manager
the
Manager shall request the presence of the Author.

It is
9.
mutually agreed between the parties hereto that
378
provided the Manager has presented the said play for three (3) consecutive weeks in New York City or Chicago or seventy-five times (75) under his own direction within one year after the first
performance of the said play; or in the event the Manager has produced said play forty (40) or more of the aforesaid seventy-five (75) times and pays to the author the pro rata average royalty for the remaining performances not given, and providing that he has complied with all the terms and conditions of this contract, then and in that event, and in that event only, the net royalty derived from the performances of the said play in stock theatres and by stock companies in the territory covered by this agreement shall be divided one-half (}/0 to the said Manager and onehalf (1/2) to the said Author. It is further understood and agreed that the said play shall be released for production by Stock Companies and in Stock Theatres within a reasonable time after the play has ceased to be presented as a road attraction as the term For the purposes of this agreement is understood theatrically. road attraction shall the be considered to have ceased if the play has not been produced for four (4) consecutive weeks in any one theatrical year dating from September first of one year to June first of the following year. It is further understood and agreed between the Manager and the Author that the Agent
who is authorized to make stock leasings of the said play shall be mutually agreed upon by the Manager and the Author and shall pay the Author's share of the royalty earned from stock
performances of the said play direct to the Author. 10. It is mutually agreed between the parties hereto that provided the Manager complies with all the terms and conditions of this contract and has produced the said play three (3) consecutive weeks in New York City or Chicago or seventy-five (75) times after the first performance of the said play; or in the event the Manager has produced said play (40) forty or more of the
aforesaid seventy-five (75) times and pays to the Author the prorata average royalty for the remaining performances not given,
then when said play oranovelization of said play is sold or leased for the purpose of reproduction by means of motion picture films, the net profits derived from the sales or leasings of all the
motion picture rights in said play shall be divided one-half (^) to the said Manager and one-half (3/) to the said Author. It is

further understood
379
and agreed that
if
the
Manager acquires an
interest in the proceeds derived from the sale of the motion picture rights of the said play as aforesaid, then when the said
is sold for reproduction by means of motion picture films it must be with the mutual consent of the Manager and the Author who must be signatories to the contract together with the Pur-
play
chaser of these rights.
It is further agreed that should the
Author a satisfactory offer for the motion picture rights to said play within twelve (12) months after the first stock production of the said play, then the Author shall have the right to submit to the Manager an offer for the said motion picture rights which offer the Manager shall accept or in lieu thereof pay to the Author a sum equal to one-half (3^) of the offer submitted by the Author, the Manager by such payment acquiring for himself all of the said motion picture
Manager fail
to submit to the
rights to the said play so negotiated. 11. It is understood and agreed that
after the season in
if
during any calendar
which the play has ceased year commencing as a road attraction, as in Paragraph 9 herein provided, said
play
is
not presented by said Manager or in stock as
much
as
seventy-five (75) times, then the stock rights shall revert to the Author.
and stage performing
12. It is mutually agreed by the parties hereto that the exclusive rights acquired by the Manager under this agreement are the English speaking rights to said play, but the Manager and the Author shall divide equally the net proceeds from the
sale of the Yiddish or
any other foreign language rights to the said play in the territory covered by this contract, it being
understood and agreed by the Manager and Author that the Yiddish or any other foreign language rights to said in the play territory covered by this Contract must be with the
sale of the
mutual consent
13.
of the
Manager and the Author.
mutually agreed between the parties hereto that provided the Manager shall have produced the said play in accordance with the terms of this contract as set forth in Paragraph 5 hereof, and within the time herein stated, and in the manner herein provided for, in the United States of America or iii the Dominion of Canada, and shall have faithfully performed all the other terms and conditions of this agreement, he
It is
380
shall
first

have
for the period of ninety (90)
days next succeeding the
production of the play as herein provided, the option of acquiring a lease of the sole and exclusive right of presentation on
the regular speaking stage in England, Ireland, Scotland and Wales, upon terms in all respects precisely identical to the terms of this agreement with the exception however of Para-
graph 8 hereof and as to the date of production, that he shall produce said play in said territory, not later than one (1) year after the exercise of the option on said rights unless the second option is obtained with the extension as therein provided. If the Manager shall fail to make such presentation as in this Clause provided for and within the time herein provided for, the Author shall have the right to dispose of the said play in the
paragraph and for his sole benefit. understood and agreed that if the Manager shall have produced said play in accordance with the terms of the contract as set forth in paragraph 5 hereof and in the time
territory referred to in this
14.
It is further
therein stated that the Manager shall have the right to sell or lease said play for Australia, New Zealand and South Africa subject to the approval of the Author, which approval shall not be unreasonably withheld, the proceeds of said sale or lease to
be divided equally between the Manager and the Author. All rights, now existent, or which may hereafter come 15.
into existence except those hereinbefore specifically granted or leased to the Manager are hereby reserved to the Author.
understood and agreed that the copyright the said covering play is not assigned or released by the Author and that all the Author's right, title and interest in and to such
16.
It is expressly
copyright and any assignment thereof, are expressly reserved by him, and that the rights granted to the Manager herein are
expressly limited to such rights as are specifically set forth in
The Author hereby expressly covenants and this agreement. now has or else will promptly and properly he either that agrees
secure copyright in each of the countries granting dramatic
copyright covered by this agreement.

17.
It is expressly
understood and agreed that the rights
granted herein are personal, and that neither this contract nor the rights granted herein to the Manager shall be assigned or
assignable
by him, nor
shall the said play
be sublet by the
381
Manager without his first having received the consent in writing

of the
Author so to
do, unless said assignment be
made
to a
company or corporation in which the Manager has a controlling interest, and in that event the Manager shall be personally liable for the fulfillment of the terms and conditions of this contract.
Neither this contract nor any rights thereunder shall be
subject to judicial sale under
any insolvency, bankruptcy or
receivership proceedings. In the event of the judicial sale of the Manager's assets under any such proceedings all rights
hereunder remaining in the Manager shall revert to the Author.

18.
of this
Manager should at any time during the existence agreement fail to comply with or fulfill any of the terms
If
the
or conditions thereof, including the condition that said play shall be produced as and when stipulated in Paragraph 5 hereof,
time being expressly

or in
made of the essence of this agreement, then
any of these events, this agreement shall become null and void at the option of the Author, said option to be exercised by
the Author in writing and by registered mail and thereupon all by the Author to the Manager shall forthwith
rights granted
terminate and revert to him together with any copies of said play or parts thereof which may be in the possession or custody of the Manager or his staff or agents, together with all additions
same all of which shall always definitely to the Author, and any payment which may have been belong made to the Author under this agreement shall remain his absolute property, all, however, without prejudice to any rights which the Author may have as against the Manager.
or alterations in the
The Author hereby warrants that he is the Author and Proprietor of said play, and has the right to execute this lease. If any action or proceedings alleging infringement are brought against the Manager or the Author or both, the matter shall be submitted to the standing arbitration committees of the Au19.
thors'
League
of America, Inc.,
and the Producing Managers'
Association as provided for in Paragraph 21 of this agreement, the Manager and the Author hereby agreeing to use every
induce the party bringing said action to submit the matter in dispute to the aforementioned arbitration committees. If the aforementioned arbitration committees shall fail to
effort to
382
adjust this matter then it is mutually agreed by the Manager and the Author that the conduct and expense of defending the said action shall rest jointly and equally with the Manager and
the Author, unless the Author shall be adjudged to have been guilty of plagiarism, in which event no part of the expense shall be paid by the Manager.
and the Author that any change
understood and agreed by the Manager affecting the terms and conditions of this agreement shall not be valid unless explicitly set
20.
It is expressly
forth in writing and signed by the parties hereto. In the event that any dispute shall arise between the 21.
parties hereto: (1) as to any matter or thing covered by this contract; (2) as to the meaning of the contract or its application
to
any
state of facts
which
may
arise
then said dispute or
by and between the Arbitration Committee, a standing committee of two (2) appointed for that purpose by the Dramatists' Guild of the Authors' League of America, Inc., and an Arbitration Committee of equal number
claims shall be arbitrated
appointed by the Producing Managers' Association. The arbitrators shall hear the parties and decide the dispute or claim. If within three (3) days after such hearings these arbitrators shall not be able to agree then within that time they shall choose a fifth. The decision of a majority of the said arbitrators shall be the decision of all and shall be binding and said decision shall be final.
The arbitrators shall determine by whom and in what proportion the cost of the arbitration shall be paid. The parties said Board as its with full hereby appoint agent, power to
finally settle said dispute or claim
shall constitute
and agree that its decision an agreement between them, having the same
agreed to by the parties themselves. mutually agreed by the Manager and the Author that upon the termination of this agreement for whatsoever cause, the Manager will forthwith return to the Author, all manuscripts and parts of the said play in his possession and
binding force as
22.
It is
if
under his control, together with all additions to or alterations in the same, all of which shall always definitely belong to the said Author. 23. This agreement is binding upon all the parties hereto,

their
383
and each
of their successors, heirs, administrators
and
assigns.
IN WITNESS WHEREOF, the parties hereto have hereunto set hands and seals and those, if any, which are have caused these presents to be signed by their corporations duly authorized officers and the corporate seal to be affixed
their respective
hereto on the day and year
first
above written.
Agreement between Author and Producers

of Play
for Production
Herne
v.
Liebler, 73
AGREEMENT made
and
,
this
App. Div 194, 76 N. Y. Supp. 762. between day of

,
constituting the firm of hereinafter described as the Producers, and

,
hereinafter described as the Author,
is Whereas " owner of the manuscript of the play known as which he is desirous of having produced upon the stage, and Whereas the Producers are desirous of producing said play in the manner and for the period hereinafter stated, and Whereas the parties hereto are prepared to enter into an agreement, which shall be limited, however exclusively, to matters in connection with the production, management and exhibition of said play on the terms and conditions hereinafter
'
WITNESSETH: the author and sole and absolute
stated.
Now, therefore, in consideration of the mutual covenants and agreements herein contained, the parties hereto covenant
and agree with each other as
1.
follows:
The author hereby grants

(naming
right to produce the said play
to the producers the exclusive "

'
in the
and
countries), for
a period of
,
years,
. .
commencing on the on the day of
day of
,
. .
19
and ending
19 and agrees that during the said period the said play shall not be published or in any
,
384

public, but shall remain in manuscript for the stage production by the said
manner dedicated to the form, and be used only
Producers; the said play to be absolutely free from royalties except as herein provided.
agree to give the first production of said as shall be possible, in conformity play as soon after with the terms of this contract, and in any event, before
2.
The Producers
19 and agree to produce the said play continuously the during regular theatrical seasons throughout the period of this contract. In the event that the production of said play should result in a loss for any theatrical season, then whenever
,
. .
such
loss for
any
theatrical season shall
amount
to the
sum
of
) said producers may, by notice to the other party, terminate this agreement. 3. The Producers agree to furnish such sums of money as
dollars ($
be necessary to start the production of the said play and and lithographs, and such costumes and properties, scenery, paraphernalia as the Author
shall
to furnish all necessary printing
shall deem necessary for the production of the said play, this amount to be considered as an expense and to be paid before the amount of net profits shall be determined. 4. The selection of actors and actresses for the production of
said play shall be subject to the approval of the said but the salaries shall be paid by the Producers, such amount to
,
be considered as an expense, and to be paid before the amount

of net profits shall be determined.
5.
The
stage production, that
is
to say, the
management
of
the stage, shall be exclusively under the supervision of the said who hereby agrees to give the necessary time and attention to said management.
,
6.
The Producers
shall
manage the
front of the house
attend generally to the business management, to wit, usually known in the theatrical business as attending to the front of the house, routing of the company, printing, advertising, etc., but performances shall be given only at first class
theatres.
and what is
further agree that whenever the said during the period herein referred to, act on the stage in said play, then for each and every week while so acting,
7.
The Producers
shall,
author

the said Author shall receive the
385
dollars
sum
of
be considered as an expense, ($ ), and shall be paid before any profits be determined. Nothing herein contained shall require the said author to act personally upon the stage in said play, but the said author is to receive
shall
which amount
said
sum
of
dollars ($
per week only when
personally acting as aforesaid. 8. Whenever the said Author shall be personally acting upon " the stage aforesaid, in the said play ", he shall be " " starred and all advertisements, printed notices and announcements thereof shall read as follows
:
9.
"
as
'
'
in his
own
'
'
play,
under the direction of

10. If
"
mutually deemed advisable, said Producers will such additional funds as may be necessary in order supply to form another theatrical company for the production of said play, such production of said play and the interest of the
respective parties hereto, herein to be governed
of this agreement.
11.
by the terms
the expiration of this agreement, or its termination cause any whatsoever, all rights and privileges in and to the " said play ," and the manuscript thereof, hereby granted, shall revert and belong to the said Author.
Upon
for
12. The parties to this agreement shall at all times have access to the books of the said Producers, appertaining to said play, and to the box office of the theatre where said play may
be produced. 13. The Producers shall, after deducting all expenses to which they have been put and advances, as herein provided, at the expiration of each month pay to the said a sum
per cent of the net profits resulting from said production or productions. 14. The parties hereto may continue to give their attention to such other matters as they may hereafter be engaged in, but
equal to
the parties hereto shall give sufficient attention to the pro" " duction of the said play as hereinbefore provided. 15. Nothing herein contained shall be construed to consti,
tute a partnership between the parties hereto, or to impose any for any loss liability whatsoever on the part of said
386

first
said play
16.
incurred in the production by the parties of the "

'
part of the
any kind should

same
tor
in
In the event that any disagreement or any question of arise between the parties hereto as to their
respective relations, rights, privileges or duties hereunder, the shall be settled by arbitration, either by arbitrato be mutually agreed
upon by the
parties hereto, or
.
arbitrator the they cannot agree upon same shall be submitted to arbitrator of whom the producers shall be entitled to choose the author and the shall arbitrator chosen choose
case
the third (or fourth, as the case
any
final
singly arbitrator appointed
may be), and the decision of by mutual agreement, or of a

is
majority of the
arbitrators, reduced to writing,
to be
and conclusive as to all parties hereto. IN WITNESS WHEREOF the parties hereto have hereunto set their hands and seals the day and year first above written.

Contract between Author and Publisher for Legal
Williston, Sections 413, 1940, 1980;
v. American Law Book Co., 125 App. Div. 519, 109 N. Y. Supp. 706. AGREEMENT made hereinafter debetween
Work
Jones
scribed as the Publisher, the Author, WITNESSETH

1.
and
:
services in writing articles by the Publisher.

2.
The Publisher hereby employs the Author to render on subjects of law to be published
this
3.
The term of employment fixed by to commence The Publisher covenants and agrees
dollars.
agreement
is
to
pay the Author
and
The Author agrees to write and prepare original articles treatises or parts of articles and treatises on subjects and topics of the law, said subjects and topics to be assigned to said
4.
Author by said Publisher, for the period of and ending on commencing on 5. The Author agrees to work faithfully and
.
years,
diligently
hours each business day of each week, to-wit, from

.
.
.o'clock A. M. until.
.o'clock p. M., exclusive of
hour during said time each day. It is agreed that the term "business day" as used in this contract, shall not include Sundays or legal holidays or a week's vacation, at a time during the term of this contract, as shall be most convenient to both months parties but such vacation shall not occur prior to service of the Author. 6. The Author agrees to write and prepare said articles or parts of articles in such manner and of such a quality as to come up to the proper standard for publication in the
;
of book). The Publisher reserves the right to make editorial changes in the manuscript of any articles or parts of
(name
387
388
articles written
THE LAW- OF CONTRACTS

and prepared by said Author under the terms
of this contract, and that this right shall extend to the rejection of any portion of the manuscript which in the opinion of the
Publisher does not come up to the proper standard for publication, or cannot be used therefor. 7. The Author agrees to warrant the Publisher against any
and
infringement of the copyright of published and in the writing and works, especially the and preparation, or during the writing and preparation, of any
all liability for
;
article, or parts of articles, so
above mentioned, not to
assigned to the Author, as hereinuse, consult, or look into for any
purposes, the said (Names of reference books.) 8. The Author agrees to reserve no right to republish any articles, or parts of articles, so written and prepared by the
Author, and that the Publisher shall become the sole owner of the copyright of said articles, and parts of articles so written
and prepared.
Agreement
for Publication of
Book, Author Reserving Copy-
right
and Receiving Royalties.
Another form.
Williston, Sections 413, 1940
AGREEMENT made
called the Author,
lisher,
1.
and 1980. between
hereinafter
and hereinafter called the PubWITNESSETH: The Author shall write or complete the writing of a book
than
,
of not less
to be entitled
and
words, being a (description of work), shall deliver the completed manu-
script thereof to the Publisher
on or before the
day
of
During the subsistence of this agreement the Publisher have the sole right of publishing the book throughout the United States. The Author shall not during such period publish or cause to be published in any part of the United
2.
shall
any copy, abridgement (or, dramatized version) of the work without the consent in writing of the Publisher (but the Author shall be at liberty to dramatize the work and exercise
States
or assign the dramatic performing rights therein).

3.
389
During the existence of this agreement neither the Publisher nor the Author shall publish or cause to be published or edit, or assist in editing or contribute matter to, any work or treatise on the subject of 4. The Publisher shall print and publish the book at his own expense and risk. He shall publish a first edition of not less than copies on or copies nor more than on before the of good printed paper and day be sold at the book shall bound. The price of substantially Second or subsequent editions are to be a matter of agreement with the Author or his assigns and the Publisher, and the Publisher shall have no right nor be under any obligation to publish any such subsequent edition except by mutual
.
agreement
(or, in place of the last sentence: "The Publisher may in his discretion publish second and subsequent editions in the same form and at the same price or in such form and at
such price as
may
be mutually agreed."
In
the case of
works
requiring periodical revision the following may be added: "In the event of any second or subsequent edition being required,
the Publisher shall before publishing such edition make a written request to the Author, his executors, administrators, or assigns, requiring him ort hem to bring the book up to date, and thereupon he or they shall without undue delay make or
cause to be made by some competent person all necessary and proper additions and alterations; and, in the event of his or their failure so to do, the Publisher may employ some competent person to do the said work, the cost of which shall be deducted from the Author's credit for royalties on the ensuing
accounts.)
5.
The Publisher
all
shall
submit the proof sheets of the
first
and and
subsequent editions to the Author, who shall revise correct the same. If the Author's alterations and correc-
tions
by reason
of departures
made by him
therein from the
original manuscript shall exceed per cent, of the cost of composition, the amount of such excess shall be deducted
his credit for royalties on the next ensuing account. 6. The Publisher shall pay to the Author the following royalty on the sale of copies, viz. royalty of per cent.
from
of the said price at
which the book
shall
be sold on each and
390
copies sold, and a, royalty of every of the first per cent, of the said price on each and every copy sold thereafter.
Author an account of months after the date sales every months, commencing of the first publication. The balance due to the Author shall be payable three months after the half-yearly account is
7.
The Publisher
six
shall render to the
six
rendered.
The Author may require an inspection of the Publisher's books every months after the account of sales has
8.
been rendered, and also at the termination of this agreement.
On
the Author demanding hi writing an inspection, the Pub-
permit any accountant nominated by all books and documents relating to the publication and sale of the book.
lisher shall forthwith
the Author to examine

9.
The Author shall indemnify the Publisher against all damage in consequence of the book (which is believed by both
parties hereto to be innocent) being libelous or containing infringement of copyright.
10.
any
The Publisher shall cause the book to be copyrighted name of the Author. Subject to the provisions of this agreement, the whole right, title and interest in the manuscript and the copyright in the book when published shall remain in the Author, who shall be entitled to assign the same, together
in the
with his rights and obligations under this agreement. 11. The Publisher shall not assign the benefit of or delegate his obligations as a Publisher under this agreement, except that the whole agreement may be assigned to such person or persons
as
may
succeed him in his business as Publisher.
copies of the book in stock are reduced or copies less, the Author may propose in writing to the Publisher that a new edition shall be published, and if
12. If at
any time the
to
months
the Publisher does not publish a new edition within of such proposal, the Author may by notice in writing terminate this agreement.
13. If
any
in six
months
after the first six
months from the
date of publication the sale of the book does not exceed copies, either the Publisher or the Author may by notice in
writing terminate this agreement.

14. If the
391
Publisher shall at any time commit an act of bankruptcy, the Author may by notice in writing terminate
agreement. In the event of this agreement being terminated, the copies of the book remaining in stock, and any plates, engrav15.
this
ings, or other
plant specially prepared for the production of the
book shall at the option of the Author be taken over by him at a fair valuation, or, if he fails to exercise such option within
days after such termination, shall be sold by auction or otherwise, as the Publisher shall see fit. On such sale or valuation the Author shall be entitled to be credited with the
royalties hereinbefore provided for according to the number of the copies which shall have been sold during the existence
of this agreement.
Author and Publisher
Another Form.
Wffliston, Sections 413, 421, 841, 940, 1980.

Publisher,
and hereinafter called the Author: 1. The Author agrees to prepare and deliver to the Publisher about a manuscript of to make about an index and intro1,000 regulation printed pages, including duction, to read and revise the proofs of said manuscript promptly upon their receipt from the printer and to return the same without delay. 2. The Author agrees that if the cost of the Author's alterations and corrections shall exceed ten per cent (10%) of the cost of printing, that the Publisher shall have the right to deduct the cost thereof, in excess of ten per cent (10%) from the consideration to be paid to the Author. 3. The Author agrees that he will protect
and hold harmless
may
suit, judgment, claim or demand that be instituted, obtained, made or suffered by the Publisher by reason of the infringement of any copyright resulting from
the Publisher from any
the sale, delivery, or possession by the Publisher of the work covered by this agreement provided that the Publisher shall notify the Author of any such claim and shall allow the Author to defend the same.
392
4.
The Publisher
agrees to publish the said volume pre-
pared by the Author or his said partners, as soon after the receipt of the manuscript as is practicable and agrees that it and agrees to pay shall be called
the Author
Dollars immediately upon the publication of the said book, in full payment for preparing the said
for
scription in
any and all right, title and interest of any deand to said book. IN WITNESS WHEREOF the parties hereto have hereunto set their hands and seals the day and year first above written.
book and
In presence
of:
(L.
S.)
.(L.
S.)
Contract between Author and Publisher for Sale of script with Right to Copyright.
Williston
Manu-
Sections 421, 841, 1940 and 1980.
AGREEMENT
made
between
,
hereinafter called the Author, and called the Publisher, WITNESSETH:
hereinafter
WHEREAS,
,
the Author has written a book entitled
is
which book has never been published and the Author the sole owner of the manuscript thereof and of all right,
title
and
interest therein.
Now, THEREFORE,
the parties agree as follows
1. The Author hereby grants to the Publisher the exclusive right to publish said book, and agrees that the Publisher shall be the sole owner of the copyright therein on publication. 2. The Author reserves to himself the sole right to translate, The Author agrees that he abridge, or dramatize the book.
will
not without the Publisher's consent publish any transabridgement, or dramatized version as a book. The Publisher agrees that the Author shall have the right to aulation,
thorize the performance of any dramatized version of the book, and shall be the proprietor of the performing rights therein. 3. The Publisher agrees at his own expense and risk to
publish said book in such style as he shall see fit, and agrees that the Author's name shall be conspicuously printed as Author
AGREEMENT FOR SERVICES OF BASEBALL PLAYER

on the
title
393
The Publisher
,
page of every copy of the book sold or published. agrees to publish the book under the title and not in any way alter the literary matter contained
in the book.
agrees to submit to the Author for revision edition of the book, and the Author agrees to carefully revise and correct the same promptly.l 5. In consideration of the premises the Publisher shall pay
4.
The Publisher
the proofs of the
first
to the
which shall be payable as follows: Author $ on the delivery of the manuscript and $ on publication.
;
EMPLOYMENT CONTRACTS MISCELLANEOUS

Agreement
for Services of Baseball Player.
App. Div. 566, 73 N. Y. Supp. 864 (aff'd.) 174 N. Y. 535, 66 N. E. 1109. hereinbetween AGREEMENT!!! ade after referred to as the Employer, a club member of a league or
association
Williston, Sections 432 and 1450. Griffin v. Brooklyn Ball Club, 68
known
as
and
to as the Player.
Player, for the consideration hereinafter mentioned, and agrees to perform such duties pertaining covenants hereby of the game of base ball as may be required the exhibition to of him by the Employer or its assigns, at such tunes and places
1.
The
as the
Employer or its assigns, may designate, for the period of and ending months, commencing The Player agrees not to perform such duties for any other
person or corporation during said period, unless this contract be assigned as hereinafter prescribed in paragraph 14. 2. The Player agrees that he will yield a cheerful obedience
to all directions that
field
may
be given to him by any
officer,
man-
captain of the Employer, or its assigns, and will ager, or hold himself subject to their orders at all times and places
during the entire term of his employment. 3. The Player agrees that the Employer and
its assigns, shall
have the
right,
from time to tune to establish such reasonable

of its players, at
rules for the
government
home
or abroad,
394
at
all

times during the continuance of this contract, as
may
be
necessary and expedient, and to discipline, suspend without pay (for definite period), or to expel them, and that these powers shall not be limited to cases of dishonest play or open insubordination, but shall include the rights to discipline, suspend
without pay
(for
lessness, or indifference, lack of
a definite period), or expel players for caresound physical condition, or
such other conduct, condition or circumstance, impairing their faithful and thorough performance of duties, or that may be prejudicial to the interests of the Employer, or its assigns, in any respect, of all of which the Employer, or its assigns, shall be the exclusive judge. The Player agrees, at all times, during
the term of his employment as aforesaid, to subject himself to such rules and discipline, to keep himself in the best physical condition to play ball at home and elsewhere, during the playing
season, as
may
be required of him, with the utmost of his

all rules
skill
and
obey Employer, or its assigns, and at all times, during the continuance of this contract to absolutely refrain from late hours and from any excess or dissipation in eating, drinking or
otherwise.
4.
ability, to cheerfully
and regulations
of the
It is agreed that
said term of his
the Player shall, at any time during the employment as aforesaid, without the written
if
form
its assigns, leave the service, or perservice, or agree to perform, in the future, services for any other club or organization whatever, or if he shall be guilty of
consent of Employer, or
offering, agreeing, conspiring or
attempting to lose any game
if he shall be interested in any pool or wager thereon, be expelled by the Employer, or its assigns, from its club. Or, if the Employer, or its assigns, shall so elect, it may institute and prosecute proceedings in any Court of competent jurisdiction, either in law or in equity, to obtain damages for any breach of this contract, or to enforce the specific performance thereof by the Employer or to enjoin the Player from per-
of ball, or
he
may
forming services for any other person or organization, during the period of service herein contracted for, and nothing herein contained shall be construed to prevent such remedy in the Courts, in case of any breach of this agreement by the Player,
as the Employer, or
its assigns,
may elect
to invoke.

5.
395
between the parties hereto, that if the Player time during the said term of his employment, be any of excessive indulgence in malt or spirituous liquors, any guilty he shall be fined $25 for the first offense, $50 for the second
It is agreed
shall at
offense, $100 for the third offense, and that any subsequent offense shall be punished only by suspension without pay for the balance of the season. Should the said party of the second
part at any time, during the said term of his employment, be guilty of gambling in any form, insubordination, or of any dishonorable or disreputable conduct, he may be fined $100 or
suspended by the Employer, or its assigns, from his said employment, or from the club, for such definite period of time as to the
Employer may seem

6.
just
and reasonable.
agreed that should the Employer, or its assigns, the discipline Player, or seek to enforce any of the penalties herein provided for, the Employer, or its assigns, shall immediIt is
ately thereafter serve upon the Player, if demanded by the latter, a notice in writing, setting forth the character of the
offense charged, the time
and place of its alleged commission or omission, and the character of the penalty. If the Employer or its assigns, fail or decline to serve the notice above described,
within three days after a demand that such a notice be served, then and in that event shall the penalty or penalties sought to be charged against the Player hereto, be deemed waived
and abandoned. In all cases of suspension of the Player without pay, or of the infliction of pecuniary fines, he shall have the right of appeal to the Board of Directors of the League or Association, of which the Employer, or its assigns, is a Club Member.
should the ability of the Player to perform his duties be impaired, or should he become ill from natural
7.
It is agreed, that
causes at any time during the term herein described, the Employer, or its assigns, may deduct from the amount then due or to become due under this contract, such proportion of the
herein prescribed, as the period of his disability or impairment may bear to the term herein prescribed, but no deduction from the consideration herein pre-
consideration
money
scribed shall be
made by, or allowed to, the Employer, or its as assigns, against the Player, should the latter, during the
396
term herein prescribed, meet with any accident or injury while in the service of, or performing any duty for the club, and be incapacitated thereby from playing, but the Employer, or its assigns, shall have the right and privilege, should the Player meet with any accident or injury as last hereinbefore referred to, to release and discharge the Player, in which event the said release must be absolute, unrestricted, unconditional, complete and without prejudice.
become ill or disabled, in the last as provided preceding paragraph, he, whenever and as often as he may be requested so to do by the Employer,
8.
It is agreed, that should the Player
or
its assigns, shall submit himself to medical examination and treatment by a regular physician or surgeon in good standing, to be selected by the Employer, or its assigns. Such examination shall be at the expense of the Player.
9.
It
is
agreed, that
if
the Player shall be guilty of any viola-
Club Rules, or of the Constitution or Playing Rules of the said League and Association, or of any clause of this contract,
tion of
or of disobedience, insubordination or neglect of duty, or of failure to keep himself in good physical condition, or of failure
from
to preserve his playing ability unimpaired, he shall forfeit his wages or salary due or to become due to him a sum
not exceeding fifty dollars, for each of such offenses or failures, without suspending or excusing him from any duty or obligation under this contract.
it the Employer, or its assigns, shall in accordance with the Playing Rules of the said any time, League and Association, be required to transmit to the Secre-
10. It is agreed, that
at
tary of said League and Association any fine or fines inflicted upon the Player by the umpire, in any game of ball, or if any fine imposed upon the Player by any other authority under such rules, or under the Constitution or Laws of said League
and Association, shall be paid by the Employer or its assigns, or withheld by any other club or association from its share of gate receipts in any game, the amount of any such fine or fines shall be deducted and withheld by the Employer or its assigns, from the wages or salary due, or to become due, to the Player under this contract, in like manner as such forfeitures as he
may incur under paragraph 9 of
the contract are to be deducted

and withheld by the Employer, or
its assigns,
397
from
his
wages
keep
or salary accrued or to accrue. 11. It is agreed, that the Player undertakes to
and
will
himself fully informed concerning all the Article of said Constitution, and of all of said Playing Rules, and all other Rules
and Regulations of the said

lished or hereafter during his term of lished and in force, and will, in like
and
now pub-
employment to be pubmanner, inform himself concerning all rules and regulations at any time published, adopted or enforced by the Employer, or its assigns, during his term of employment, for the government of its players and other employees, and that he will observe and obey the same and strictly conform thereto. It is agreed that said Constitution, Playing Rules and Rules and 'Regulations are to be considered and taken as part of this contract, binding on the parties hereto, as if the same were written and fully set forth
herein.
12. It is agreed, that in all matters of discipline, and at all tunes on the ball field, in practice or play, the Player shall be
subject to the control and direction of the captain of the "nine" or team of the club of the Employer, or its assigns, for
the time being,

directions
in
and promptly obey his and and recognize requests, respect his authority the management and control of the "nine" or team. In no
shall cheerfully
and
and
event shall the Player refuse to play in any game of ball in which the "nine" of the club, or of any club to which he may be assigned, takes part, unless excused therefrom by the captain of the "nine," or incapacitated by reason of any bodily infirmity, illness, or lack of sound physical condition, or suffer-
ing from any accident or injury as provided in paragraphs 7 and 8 of this contract, but shall, at all times, during the playing season covered by this contract, hold himself in readiness to play whenever, wherever or with whatever club the manage-
ment
said.
of the club or the captain
may designate,
except as afore-
that should the Player violate any of the covenants or agreements on his part in this conconditions,
13. It is agreed,
tract contained, the
right to terminate this contract
Employer, or its assigns, shall have the on reasonable notice, and no
398
further

payments
be due or payable to the contract or otherwise. If the Player shall be
shall thereafter
its assigns,
expelled
Player, under this by said Employer, or
as herein provided,
he shall thereupon forfeit all claim for wages or salary from and after the time of such expulsion.
14. It is agreed, that should the Employer resign, withdraw, or be expelled from the said League and Association, of which the Employer is now a Club Member, then this contract, and
the rights of the Employer thereunder, may, at the option of the Player, after ten days' written notice, be annulled, ended and determined. But if, prior to such resignation, withdrawal or expulsion this contract shall be assigned (either by writing
of the Employer, or by the operation of the provisions of said Constitution) to another Club Member of said League and
Association, or to a Club Member of another League or Association, subject to the National Agreement of Professional Base
Ball Associations, then in either event this contract shall continue in full force, with all its terms, provisions and conditions
unimpaired and unaffected by such assignment, binding and obligatory as well upon the Player as upon the said Club Member accepting such assignment. Provided, that the Employer shall be liable to the Player for whatever proportion of the
salary or compensation mentioned in paragraph 17 as may be earned, due or in arrears up to and including the expiration of
including the
the ten days' notice of annulment above recited or up to and day of assignment, if this contract shall have
been previously assigned, to such other club.
But
if
the Player
shall, at the expiration of said ten days' notice of annulment, be indebted by reason of advances or otherwise to the Employer,
be void and of no effect, be paid or tendered to the Employer at or before the expiration of said ten days' notice of annulment.
said notice of
annulment
shall
unless the
amount
of such indebtedness
15. It is agreed, that the Employer, or its assigns, shall furnish the Player with the usual playing uniforms and necessary outfit, exclusive of shoes, for which the said Employer, or its
assigns, shall
be allowed $ toward the cost thereof, to be deducted from the wages or salary herein prescribed. The Employer, or its assigns, agrees to provide and furnish the
399
Player, while "abroad" or traveling with the "nine" or team in other cities, with proper board, lodging, and to pay all his
proper and necessary traveling expenses. 16. It is agreed, that the Employer, or its assigns, may, at any time after the beginning and prior to the completion of the
term of
ties
this contract, give the Player ten days' written notice
and intention to end and determine all its liabiliand obligations under this contract, in which event, upon the expiration of said ten days, all liabilities and obligations
of its option
undertaken by the Employer, or its assigns, in this contract, shall at once cease and determine; the Player shall thereupon be also freed and discharged from his obligations hereunder, and shall have no claim for salary or other compensation for any period after said ten days. If such notice be given to the Player while "abroad" with the club, he shall be entitled, at or
before the expiration of said ten days, to his necessary traveling But if this contract shall be so ended expenses to
and determined by the Employer, or its assigns, after the beginning and before the end of the term of employment under this contract, without any fault or neglect of duty on the part of the Player, then the Player shall be entitled to salary or compensation at the contract rate for said ten days in addition to the sum earned and due, and unpaid to him at the time of the giving of notice of termination as aforesaid, whether during said ten days the Player shall be required to perform services,
or not, but he
may
be required to perform services under
during said ten days, at the option of the Employer, or its assigns, without affecting the validity or force of such notice.
this contract,
In consideration of the faithful performance of the conditions, covenants, undertakings and promises herein by the
17.
Player, inclusive of the concession of the options of release and renewals prescribed in paragraphs 16 and 18 the Employer for
itself
and
its assigns,
services
for
said
hereby agrees to pay the Player for his term, dollars, payable as fol-
lows
18. It is
agreed for the consideration above mentioned, that
the Employer, or its assigns, shall have the option or right to renew this contract with all its terms, provisions and conditions
400

months, beginning
,
for another period of
successive years thereafter, and for a similar period in and the Player agrees to perform similar services and be subject to all the obligations, duties and liabilities prescribed in
this contract for the period or periods of such renewal or renewals, provided only that written notice of the exercise of such
day
option of renwal be served upon the Player prior to the ....... of of the current year of this contract and of the
current year of each renewal thereof.
LABOR PROTOCOLS
The
Williston
Hart, Schaffner
& Marx Labor Agreement.
Sections 1654-1656.
PREAMBLE
BY MR.
1.
E.
J.
WILLIAMS, Chairman of The Board of Arbitration
The parties whose names are signed hereto purpose enterinto an agreement for collective bargaining with the intening tion of agreeing on wage and working conditions and to provide
a method for adjusting any differences that may arise during the term of this contract. 2. In order that those who have to interpret this instrument may have some guide as to the intentions and expectations of
the parties when entering into this compact, they herewith make record of then- spirit and purpose, their hope and expectations, so far as
3.
they are now able to forecast or state them. On the part of the employer it is the intention and expecta-
compact of peace will result in the establishment and maintenance of a high order of discipline and efficiency by the willing co-operation of union and workers rather than by the old method of surveillance and coercion; that by the exercise of this discipline all stoppages and interruptions of work, and all wilful violations of rules will cease; that good standards of workmanship and conduct will be maintained and a proper quantity, quality and cost of production will be assured; and that out of its operation will issue such co-operation and good will between employers, foremen, union and workers as will prevent misunderstanding and friction and make for good team work, good business, mutual advantage and mutual respect. 4. On the part of the union it is the intention and expectation
tion that this
that this compact
will,
operate in such a
1
way
with the co-operation of the employer, as to maintain, strengthen, and solidify

of this
For convenience, the paragraphs
agreement have been numbered.
401
402
its
organization, so that it may be made strong enough, and efficient enough, to co-operate as contemplated in the preceding
paragraph; and also that it may be strong enough to command the respect of the employer without being forced to resort to
militant or unfriendly measures. 5. On the part of the workers it
is
the intention and expecta-
tion that they pass from the status of wage servants, with no claim on the employer save his economic need, to that of self-
respecting parties to an agreement which they have had an equal part with him in making; that this status gives them an
assurance of fair and just treatment and protects them against injustice or oppression of those who may have been placed in authority over them; that they will have recourse to a court,
in the creation of
which
their votes
all
that of the employer, in which
were equally potent with their grievances may be
heard, and all their claims adjudicated; that all changes during the life of the pact shall be subject to the approval of an impartial tribunal,
fall
and that wages and working conditions

level
shall
not
provided for in the agreement. 6. The parties to this pact realize that the interests sought to be reconciled herein will tend to pull apart, but they enter it in
the faith that
tive spirit
it
below the
by the
exercise of the co-operative
and construc-
will
be possible to bring and keep them together.
will involve as an indispensable prerequisite the total suppression of the militant spirit by both parties and the development of reason instead of force as the rule of action. It will
This
require also
on the part
mutual consideration and concession, a willingness of each party to regard and serve the interests of the other, so far as it can be done without too great a sacrifice
of principle or interest. no differences can arise
With
this attitude assured it is believed
and resolve
in
which the joint tribunal cannot mediate the interest of co-operation and harmony.
SECTION I
7.
Administration.
Hart, Schaffner
&
This agreement is entered into between Marx, a corporation, and the Amalgamated
is
Clothing Workers of America, and

1916, to April 30th, 1919.
effective
from
May
1st,
LABOR PROTOCOLS
8.
403
Officers of the
is
ment
Agreement. The administration of this agreevested in a Board of Arbitration and a Trade Board,
together with such deputies, officials and representatives of the parties hereto as are now or hereafter may be appointed for that
purpose, whose duties and powers are hereinafter described. 9. Board of Arbitration. The Board of Arbitration shall have
full
agreement and
over all matters arising under this decisions thereupon shall be conclusive. 10. It shall consist of three members, one of whom shall be
final jurisdiction
its
and
chosen by the union, one by the company, and the third shall be the mutual choice of both parties hereto and shall be the chairman of the Board. It is agreed that the board as constituted under the old agreement shall be continued during the
present agreement, William 0. Thompson being the choice of the union, Carl Meyer, the choice of the company, and J. E.
Williams, chairman, being chosen by agreement of both parties. 11. It shall be the duty of the Board to investigate, and to mediate or adjudicate all matters that are brought before it and to do all in its power to insure the successful working of the agree-
ment.
In reaching its decision the Board is expected to have regard to the general principles of the agreement; the spirit and intent, expressed or implied, of the parties thereto; and, espethe necessity of making the instrument workable, and adaptable to varying needs and conditions, while conserving as
cially,
fully as possible the essential interests of the parties involved. 12. The line of practice already developed by the Board shall
be continued.
timony
shall in the
This contemplates that questions of fact and tesmain be considered by the Trade Board
itself
while the Board of Arbitration will concern
mainly with
questions of principle and the application of the agreement to new issues as they arise. But this is not to be construed as
limiting the
it
power
of the Board,
which
is
broad enough to make
the judge of facts as well as principle when necessary, and to deal with any question that may arise whose disposition is
essential to the successful

13.
working of the agreement. between the chief deputies, cases may be agreement heard and decided by the chairman of the Board alone. 14. Emergency Powers. If there shall be a general change in wages or hours in the clothing industry, which shall be sum-
By
404
ciently
permanent to warrant the belief that the change is not temporary, then the Board shall have power to determine whether such change is of so extraordinary a nature as to justify
a consideration of the
question of making a change in the present agreement, and, if so, then the Board shall have power to make such changes in wages or hours as in its judgment
shall
the primary board for adjusting grievances, and shall have original jurisdiction over all matters arising under this agreement and the decisions
is
be proper. 15. Trade Board.
The Trade Board
relating thereto,
of practice tablished.
16.
and
shall consider
and dispose
of all
such
matters when regularly brought before
and procedure as are now
it, subject to such rules or may be hereafter es-*-
The Board
shall consist of eleven
members,
all of
whom
excepting the chairman, shall be employees of Hart, Schaffner & Marx. Five members shall be chosen by the company, and five
by the union, and it is understood that these shall be selected in such manner as to be representative of the various departments cutting and trimming, coat, vest and trousers. 17. The Board shall be presided over by a chairman who shall represent the mutual interests of both parties hereto, and especially the interest of the successful working of this agreement. He shall preside at meetings of the Board, assist in investigation
of complaints, endeavor to mediate conflicting interests, and, in case of disagreement, shall cast the deciding vote on questions
before the Board.
He
shall also act as
room commission, and perform such other duties required of him by the agreement or by the Board
tion.
18.
umpire on the cutting as may be

of Arbitra-
shall hold office during the term of the in and case of death, resignation or inability to act, agreement, the vacancy shall be filled by the. Board of Arbitration. 19. It is especially agreed that James Mullenbach, chairman
The chairman
under the former agreement, shall be retained under the present

agreement.
20.
Meetings of the Board
shall
be held whenever necessary
at such times as the chairman shall direct.
Whenever an aupresent,
it
thorized representative of both parties
is
shall
be
LABOR PROTOCOLS
405
considered a quorum. Each party is privileged to substitute an alternate in place of the regular member whenever they so desire. Should either side, after reasonable notice, fail to send a representative to sit on the Trade Board, then the chairman may proceed the same as if both parties were present. 21. Members of the Board shall be certified in writing to the chairman by the Joint Board of Hart, SchafTner & Marx, and the proper official of the company and any member, other than the chairman, may be removed and replaced by the power
appointing him.
deputies are the officers having direct charge of the execution of the provisions of this agreement in the interest of their respective principals. Each of the parties
22. Deputies.
The
number of deputies to properly take care of the work necessary to be done to keep the docket from being clogged with complaints, and to insure an efficient
hereto shall have a sufficient
working of the agreement. They shall have power to investigate, mediate, and adjust complaints, and settlements made by the deputies of the parties in dispute shall be legally binding on their principals. In case of appeal to the Trade Board or Board
of
Arbitration the deputies may represent their respective principals before these Boards, and shall have power to summon and examine witnesses, to present testimony or evidence, and do such other things as may be necessary to place their case
properly before the
trial body, and such body shall see to it that they be given adequate opportunity and facility for such pres-
entation, subject to the usual rules of procedure. 23. One of the deputies on each side shall be
chief deputy,
known
as the
and the statement of the chief deputy shall be regarded as an authoritative presentation of the position of his Unless reversed or principal in any matter in controversy. modified by either of the Trial Boards the agreement of the chief deputies in all matters over which they or their principals have authority shall be observed by all parties. 24. The union deputy shall have access to any shop or factory
for the
purpose of making investigations of complaints; but he shall in all cases be accompanied by the representative of the employer. Provided, that the latter may at his option waive his right to accompany him, also that in minor matters where
406
convenience or expedition may be served the union deputy may call out the shop chairman to obtain information without such
waiver.
The deputies shall be available to give their prompt and adequate attention, and shall be subject
25.
duties
to the
direction of the
Trade Board
in all matters relating to the ad-
ministration of this agreement.
Each deputy, in order to 26. Qualifications of Deputies. a commission for must have signed by the proper qualify duty,
representing the union or the company, and said commismust be countersigned by the chairman of the Trade Board. Deputies must be either employes of Hart Schaffner & Marx, or must be persons who are connected with the Joint Board of Hart Schaffner & Marx. 27. Shop Representative. The union shall have in each shop a duly accredited representative authorized by the Joint Board
official
sion
who
shall
be recognized as the
officer of
the union having charge
of complaints and organization matters within the shop. He shall be empowered to receive complaints and be given sufficient opportunity and range of action to enable him to make proper
inquiry concerning them. When necessary for the shop representative to leave his place to investigate complaints the fore-
man may,
if
he deems
it
purpose of his movements, with his request.

28. It is
necessary, ask to be informed of the and the representative shall comply
understood the shop representatives shall be entitled and perform such other duties as may be imposed on him by the union, provided they be performed in such manner as not to interfere with shop discipline and efficiency. 29. It is expected that he will represent the co-operative spirit of the agreement in the shop, and shall be the leader in
to collect dues
promoting that amity and
spirit of
good
will
which
it is
the pur-
pose of this instrument to establish. 30. The co-operative spirit enjoined

tive in the foregoing
paragraph
shall
on the shop representabe expected in equal
degree from the shop superintendent, who shall be expected to contribute his best efforts to promote harmony and good will
in the shops.
LABOR PROTOCOLS
407
SECTION II
PROCEDURE
31.
When
Grievances Arise,
When
complainant promptness to the shop representative, who shall present it without undue delay to the shop superintendent. These two may discuss the complaint in a judicial temper, and may endeavor to agree to an adjustment. It is understood, however, that they are not a trial board, and it is not expected that they shall argue or dispute over the case. In the event that the shop representative is not satisfied with the action of the superintendent, he may promptly report the matter to his deputy, with such information as will enable him to deal advisedly with the
case.
32. Failure to comply with these provisions for the regulation of shop transactions shall subject the offender to discipline
floor of the shop, the
shall report it
a grievance arises on the with reasonable
by
the Trade Board.
33.
Informal oral adjustments
made by shop
officials
are
subject to revision by the Trade Board, and are not binding on their principals unless ratified by the chief deputies.
Adjustment by Deputies. When the shop officers report a disputed complaint to their respective deputies, they shall give it such investigation as its nature or importance demands,
34.
either
by
visitation to the shop or
and
will
shall
make an
by the taking of testimony, earnest endeavor to reach a settlement that

all
be just and satisfactory to
35. Disagreement by Deputies.
the parties in dispute. In the event of a failure to
agree on an adjustment, the deputies shall certify the case for trial to the Trade Board, agreeing on a written statement of
possible. In certifying such disagreement the deputy appealing to the Board shall file a statement stating specifically
facts
if
the nature of the complaint alleged with the Trade Board, and shall furnish a copy to the representative of the dissenting party who shall have, at least, twenty-four hours to prepare his
answer, unless otherwise agreed on; provided, that by direction of the chairman of the Trade Board emergency cases may be
brought to
trial
at once.
Where no statement has been
filed
408
in writing within

of the
a reasonable time after disagreement be assumed that the disagreement no exists, and the case may be considered settled. 36. Dockets and Records. The chairman of the Trade shall keep a docket in which all cases shall be entered
deputies,
it
may
longer
Board
in the
Unless otherwise directed by the chairbe heard in the order of their filing. Duplicate records shall be made by the Board, one copy of which shall be retained by the Chairman, and one given to the chief deputy
order of their arising.
shall
man, cases
for the union.
Such records
shall contain all complaints filed
with- the
Board; orders or decisions of the Board, or of the
deputies or of any committee; calendars of pending cases, and such other matter as the Trade Board may order placed upon
the records.
37. Direct Complaints. Complaints may be made directly by either party, without the intervention of a shop representative, whenever it desires to avail itself of the protection of the agree-
ment; but a statement of the facts and grounds of such com-
must be filed in writing as hereinbefore provided. Unless written notice has been filed, it may be presumed, officially, that no complaint exists.
plaints
shall 38. Decisions, Appeals, etc. All decisions of the Trade Board be in writing, and copies given to the representatives of
shall
each party.
decision,
it
Should either party desire to appeal from the file with the Board a notice of its intention so
do within ten days of the date of the decision. Or if either party desires an amendment or modification of the decision, or a stay of execution pending the appeal, it may make a motion in writing to that effect, and the chairman shall use his discreIn certifying the case to the Board of tion in granting it. chairman shall make a summary of the case the Arbitration, in writing, giving the main facts and the grounds for his
to
decision.
39.
Number
of
Higher Trial Board.
On
being notified of the
appeal to the
Board of Arbitration, said appeal may be heard by
the chairman, as representative of the Board, if both parties agree to it and it is acceptable to him. He shall, however, have
ation requires the right to call for the full Board if in his judgment the situait. In the event that the representative of the
LABOR PROTOCOLS
Board
of either party
is
409
unable to attend a Board meeting, such party, may at its discretion, furnish a substitute. 40. Hearing, How-Conducted. The chairman shall determine
and place of meeting and shall notify all the parties in Each party shall prepare the case in advance, and have its testimony, evidence, and facts in readiness for the hearing. The Board shall give each party ample opportunity to present its case, but shall be the judge of procedure and shall direct the hearing as to its order and course. After giving an adequate hearing of the evidence and arguments the Board shall render its decision in writing, and shall furnish copies to the chief deputies of each party and to the chairman of the Trade Board. In the event that the Board is unable to reach a unanithe time
interest.
mous
decision, the decision of
41. Motions for Rehearing. able time grant a rehearing of any decision, if, in its judgment, there appear sufficient reasons for doing so. Decisions are to be
a majority shall be binding. The Board may after a reason-
regarded as the Board's best solution of the problem offered to it at the time of hearing, but as the problem changes with time
and experience
it is proper there should be afforded a reasonable opportunity for rehearing and review. Motions for a rehearing shall be made in writing, and* shall set forth the reason for the
request.
42.
ties,
Enforcement of Decisions.
Trade Board, or Board
of Arbitration, shall
All decisions, whether of depube put into ex-
ecution within a reasonable time, and failure to do so, unless for explainable cause, shall convict the delinquent party of disloyalty to the agreement. The party in error shall be notified
of the charge, and suitable discipline imposed. The chief of in first ineach shall be held the deputy party responsible for enforcement of or decisions stance, adjustments herein
referred to, Trial Board.
and
shall
be held answerable, primarily, to the
SECTION III
RATES AND HOURS

43. Schedules of Piece Work Rates. pay that are to be in force during the
The
life
prices
and
rates of
of this
agreement are
410

duly au-
set forth in the schedules prepared for that purpose,
thenticated
by the proper
of Work.
signatures,
and which are made a
part hereof.
of work in the tailor shops with the shall be forty-nine per week, Saturday half holiday. 45. Minimim Wage. The minimum wage scale in the tailor shop shall be as follows:
44.
Hours
The hours
1st
2nd
3rd
month
Machine operators (male and female) .$ 5 00 5 00 Women in hand work sections not 00 and 8 18 over, Men, operators. years
. .
month
$ 7 00 6 00
. .
month
$ 9 00 8 00 12 00
. . .
10 00
.
All
men
not included in above
Inspector tailors (men)

46. Overtime.
8 00 16.00
.
9 00
.
10 00
.
For work done in excess of the regular hours shall be paid to piece workers of 50% in overtime per day, addition to their piece work rates; to the week workers at the rate of time and a half; no work shall be allowed on Sundays
or legal holidays.
Christmas,
New
Years, Decoration Day,

shall
Fourth of July, Labor observed as holidays.

47.
Day and Thanksgiving Day
be
Week Worker's
wage
scale,
Scale.
classified
and
It is agreed that the question of periodical increase of pay for service,
remain in the hands of Messrs. Mullenbach, Campbell and Marimpietri, to whom it was referred by the Conference
shall
Committee, until they are ready to report. 48. The week work schedule as agreed on by the committee, which has been accepted and signed by both the parties hereto, is hereby made a part of this agreement, subject to any changes that may be made as provided for above. 49. Piece Rate Committee. Whenever a change of piece rate is contemplated the matter shall be referred to a specially appointed rate committee who shall fix the rate according to the change of work. If the committee disagree the Trade Board shall fix the rate. In fixing the rates, the Board is restricted to
the following rule:
50.
new
rates
51.
Changed rates must correspond to the changed work and must be based upon old rates where possible. Hour Rates for Piece Workers. In case workers are
LABOR PROTOCOLS
411
changed from piece to hour work, the hour rates for such piece workers shall be based on their earnings on piece work. In the event a piece worker is 52. Changing Operations.
required to change his
mode
of operation so that
it
causes
him
to lose time in learning, his case Committee for its disposition!
may
be brought to the Rate
SECTION IV
PREFERENCE
53. The Preferential Shop. It is agreed that the principle of the preferential shop shall prevail, to be applied in the following
manner
be applied in hiring and discharge. Whenever the employer needs additional workers, he shall first make application to the union, specifying the number and kind of workers needed. The union shall be given a reasonable time
54. Preference
shall
to supply the specified help, and if it is unable, or for any reason fails to furnish the required people, the employer shall be at
liberty to secure them in the open market as best he can. 55. In like manner, the principle of preference shall be applied in case of discharge. Should it at any time become neces-
sary to reduce the force in conformity with the provisions of this agreement the first ones to be dismissed shall be those who
are not
good and regular standing. Union Members. The Trade Board and Board of Arbitration are authorized to hear complaints from the union concerning the discipline of its members and to take
of the union in
56. Discipline of
members
any action necessary to conserve the interests of the agreement. The members referred to herein are those who have joined, or who may hereafter join, the Amalgamated Clothing Workers
of America.
If it becomes necessary to 57. Preference in Transfers. transfer workers from one shop to another, the non-union
workers shall be the first to be transferred, unless at request of the foreman, union workers are willing to go.
becomes necessary in the judgment of the comfrom a lower to a higher paid section pany or operation, it is agreed that union workers shall have prefer58.
Or
if it
to transfer a worker
412
ence in such transfers. Provided, that nothing herein shall be construed to be in conflict with the provision relating to transfer
for discipline and, provided, that they are qualified to perform the work required and that their departure from their section does not work to the disadvantage of that section.
59. Overcrowding of Sections. Overcrowding of sections is important in this agreement as the point at which the provision for preference becomes operative. It is agreed that when there
workers in a section to permit of reasonably steady employment, a complaint may be lodged by the union, and if proved, the non-union members of the section, or as many of them as may be required to give the needed relief, shall
are too
many
For the purpose of judging the application of the Trade Board shall take into consideration the preference actual employment condition in the section, as to whether
be dismissed.
there are
more people employed at the time
of complaint
than
are needed to do the work, and whether they, or any of them, can be spared without substantial injury to the company. If
found that the section can be reduced without substantial injury, the Trade Board shall enforce the principle of preference
it is
as contemplated in the agreement.
Avoidance of Injury. Among the things to be considered enforcement of preference are the needs of maintaining an adequate balance of sections, of the requirements of the busy
60.
in the
season, of the difficulty of hiring substitutes, and the risk of impairing the efficiency of the organization. The claims for enforcement of preference and for avoidance of injury to the
manufacturing organization are to be weighed by the Trade Board, and the interests of both claims safeguarded as far as
possible, the intention being to enforce preference so far as
it
can be done without

pany.
inflicting substantial injury on the com-
61. Preference of Seniority.
If in
order to properly balance
a reduction of force be required greater than can be secured by the laying off of a non-union worker as provided for herein, then there may be laid off those who are members of the union in the order of their seniority who have been in the employ of the company for a period of six months or less, provided
sections,
that any exceptionally efficient worker, or
any
especially valu-
LABOR PROTOCOLS
able
413
member
of the union,
may
be exempted from the rule of
seniority. Provided, also, the company shall give notice to the chief deputy of its intention to discharge under this clause, and
if he fails to agree the matter shall be referred to the Trade Board.
SECTION
WORKING CONDITIONS
62. Discipline. The full power of discharge and discipline remains with the company and its agents; but it is understood that this power should be exercised with justice and with due regard to the reasonable rights of the employe, and, if an employe feels that he has been unjustly discharged, he may have appeal to the Trade Board, which shall have the power to review the case. 63. Every person suspended shall receive a written notice, directing him to appear at the office of the company for a
Every suspension notice properly presented to the the company must be disposed of within six working hours from the time of its presentation and a definite decision announced to the suspended person. In case of a stoppage of work in any shop or Stoppages. a shops, deputy from each side shall immediately repair to the
decision.
discipline officer of
shop or shops in question. 64. If such stoppage shall occur because the person in charge of the shop shall have refused to allow the people to continue work, he shall be ordered to immediately give work to the people, or in case the employes have stopped work, the deputies shall order the people to immediately return to work, and in case they fail to return to work within an hour from such time such'people shall be considered as having left the employ of the corporation, and shall not be entitled to the benefit of these
rules.
65. Detention in
shops when there

or
its
agent shall
Workers shall not be detained in the work for them. The company exercise due foresight in calculating the work
Shop.
is
insufficient
available, and as far as practicable shall call only enough workers into the factory to do the work at sight. And if a
414
greater number report for work than there is work for, those in excess of the number required shall be promptly notified and
permitted to leave the shop. The work on hand shall be divided as equally as may be between the remaining workers. 66. Complaint Slips. Before or at the time of entering any complaint against any employe in the complaint book said employe shall be notified thereof so he may have the opportunity of notifying a deputy of the Board
investigated.
67. Lay-Offs.
and have
said complaint
Workers who are dismissed may be given laymemoranda allowing them to return to their shops or factories, trimming or cutting rooms, when there is need for their servoff
Provided, this clause shall not be construed to give such worker precedence over union members, or to interfere in any way with the provision for preference in hiring.
ices.
68.
Transfer of Employes.
The company has the

If
right to
transfer employes for purposes of administration or discipline,
subject to review
by the Trade Board.
the Board finds that
to lower wages, or for any discrimination or improper purpose, or if injustice is being done the
any
transfer
is
being
made
worker by the
transfer, the
Board may adjust the complaint.
SECTION VI
GENERAL PROVISIONS
69.
Lay
Off of Workers.
No union member who is a permathe tailor shops except for cause,
nent worker shall be laid
off in
whether in the slack or busy season, except as provided herein. Cause for temporary lay off may be alternation ofworking
periods in slack times, reorganization or reduction of sections, lawful discipline, and such other causes as may be provided for
herein or directed
by the Trade Board.
The company and the to have deputies agreed co-operate together to abolish all
70. Co-operation to Abolish Waiting.
unnecessary waiting in the shops. 71. Division of Work. During the slack season the work shall be divided as near as is practicable among all hands.
72.
have
of Position. Whenever any employe shall absented himself from his accustomed place without giving
Abandonment
LABOR PROTOCOLS
415
of his
an acceptable reason to the foreman or other officers in charge work before the end of the second business day of his
absence, the employer may consider his position forfeited. Notice of absence and reason therefor must be given to foreman
by messenger, mail or telephone.

73.
Abolishment of Section.
its
When
sections are abolished, the
company and
agents shall use
every effort to give the disas possible like the
placed workers employment as
much
work
from which they were displaced, within a reasonable time. 74. Sickness. Any workers who are absent on account of
sickness shall be reinstated in their former positions return within a reasonable time.
75.
if
they
Complaints against members of the Trade Board as workmen are to be made by the foremen to the Trade Board. Any action of any employe as a member of the Trade Board shall not be considered inimical to his employment with the corporation. No member of a Trade Board shall sit on a case in which he is interested, or to which he is a
Trade Board Members.
party.
76. Union Membership. The provisions for preference made herein require that the door of the union be kept open for the reception of non-union workers. Initiation fee and dues must
be maintained at a reasonable rate, and any applicant must be admitted who is not an offender against the union and who is
eligible for
rules be passed that
membership under its rules. Provided, that if any impose on unreasonable hardship, or that
operate to bar desirable persons, the matter may be brought before the Trade Board or Board of Arbitration for such rem-
edy as
77.
it
may deem advisable.
The Old Agreement. The provisions of the old agreement and the decisions based thereon shall be regarded as being in force except as they may be modified by, or are not in conflict with the provisions of the present agreement.
SECTION VII
LOYALTY TO THE AGREEMENT

78.
which
Experience suggests that there are certain points of strain it would be wise to recognize in advance and to safe-
416
guard as far as possible.

are the following:
1.
Among
the points to be safeguarded
change of price or working conditions. It is believed that the agreement provides a remedy for every such grievance that can arise,
complainants are urged and expected to present and await an adjustment. If any one refuses to do this, and, instead, takes the law hy his own hands by inciting a stoppage or otherwise foments dissatisfaction or rebellion, he shall, if convicted, be adjudged guilty of disloyalty to the agreement and be
all
When
dissatisfaction arises over
and
their cases to the proper officials
subject to discipline by the Trade Board. 2. Strain may arise because of unsatisfactory personal
relations
officials
between workers and
officials.
The company's
are subject to the law as are the workers, and equally responsible for loyalty hi word and deed, and are subject to discipline iffound guilty of violation. Any complaints against them must be made and adjudicated in the regular manner. They are to respect the workers and be respected by them in their positions, and supported in the
proper discharge of their duties. Any one indulging hi improper language or conduct calculated to injure them
or to break
down
their authority in the
shop
shall
be
adjudged guilty of disloyalty and disciplined accordingly. 3. Officials of the union are equally under the protection of the agreement when in the exercise of their duties as are the officials of the company, and any words or acts
tending to discredit them or the union which they represent, or which are calculated to injure the influence or
standing of the union or
representatives shall be considered as disloyalty to the agreement and the offender shall be subject to discipline by the Trade Board.
its
Provided,
however,
that
no reasonable
criticism
or
expression of disagreement expressed in proper language shall be deemed a violation within the meaning of this
section.
any worker shall willfully violate the spirit of the agreement by intentional opposition to its fundamental purposes and especially if he carry such wilful violation
4. If
LABOE PROTOCOLS
into action
417
by
striking
and
inciting others to strike or
stop work during working hours, he shall, if charge is proven, be subject to suspension, discharge or fine. Provided, that if a fine is imposed its amount shall be determined by the chairman of the Trade Board and shall not be less than $1.00 or more than $5.00 for each offense. 5. If any foreman, superintendent or agent of the company shall wilfully violate the spirit of this agreement and especially if he fails to observe and carry out any decision of the Trade Board or Board of Arbitration, he shall, if
proven, be subject to a fine of not less than $10.00 or more than $100 for each offense, at the discretion of the
charge
is
chairman of the Trade Board.
SECTION VIII
CUTTING AND TRIMMING DEPARTMENTS

79.
The
cutting and trimming departments shall be subject
to the general provisions of this agreement, and to the bases and provisions of the old agreement, except as they may be modified-
by, or found to be in conflict with, the special provisions agreed for these departments. It is understood that these special provisions are intended to change certain features of the old
on
they are found to be in conflict, the new provisions are to be considered as the guide of practice, and as representing the latest and, therefore, the most authoritative expression of the wills of the parties hereto. The new special
agreement, and
if
provisions are as follows:

1.
The
and trimming rooms
principle of preference as applied in the cutting shall be as before, except that the
clause relating to cutters who are exempted from union obligations is expressly defined as being strictly limited to
the individuals
now on
number on that list stood that no other cutters and trimmers can be added. 2. The company shall not reduce the wages of any cutThe company shall report to the commission all ter. failures of cutters to produce their quota of. work when in its judgment the delinquency is not caused by the condi-
the exemption list. Should the be for any reason reduced, it is under-
418
/

tions of the work.
The commission
shall investigate
the
matter and advise with the cutter concerning it. At the end of a period sufficiently long to determine the merits of the case, the cutters' commission shall, if it deem necessary, find measures to discipline cutters to conform to their
production.
In judging the merits in such instance s,the commission shall use the principle of comparative ef3.
ficiency.
All cutters
per week
shall receive
whose present wages are less than $26.00 an increase of $1.00 per week. This
increase shall not be taken into account

in calculating the
4.
by the commission quota of work required by such cutter. The company shall prefer men now in the trimming
room when increasing the number of apprentice cutters. 5. The salaries of experienced cutters who are employed
temporarily shall for the first two weeks be at a rate not than the salaries they received in their last position. After two weeks, the temporary cutters shall be paid on
less
the same basis as the regular men, their salary to be fixed by the cutters' commission on the basis of their production,
6.
and
their
comparative
efficiency.
The company
for
shall continue the practice of
cutters
Christmas,
Fourth of July, Labor Thanksgiving Day. Paper Cutting Department. All men who cut paper patterns shall be members of the union; except that, by special agreement, one man, Mr. Lindsay, may be exempted from such requirement, and shall be added to the existing exempted
80.
New Day and
Years,
Decoration
paying Day,
group.
ment
three apprentices now in the paper cutting departhave the status, privileges and protection of the regular cutting room apprentices, including the right to learn all branches of the trade, and be subject to the same require81.
The
shall
ments and provisions. The ratio of apprentices to cutters in the paper cutting department shall not exceed that which obtains now, namely, three apprentices to seven permanent
cutters.
82.
The company may employ such other boy

is
help in this
option, be
department as
needed, and such boys,
may
at
its
LABOR PROTOCOLS
promoted to positions as apprentices when vacancies
419
arise,
but not in excess of the total number of apprentices provided for in the agreement.
83.
Permanent graders employed
in the grading
may work
ficient
at paper cutting temporarily

in their
when
there
department is not suf-
work
prentices, shall
own department. Boys, who are not apnot take the places of blockers in any permanent
manner, but they may for short times, to fill odd unemployed hours, be permitted to try to do blocking in the slack seasons. 84. Damage Department. All employes in the damage de-
partment who recut parts of garments shall be members of the union or exempted men. The manager of the department and helpers who do not cut parts shall not be members of the
union.
85. Trimming Department. 1. All men now on the trimmers pay roll who are receiving not to exceed $15.00 are to be increased $2.00 per week. All men receiving a
weekly wage of over $15.00 and not exceeding $20.00 shall an increase of $1.00 per week. Except that apprentice trimmers having been employed less than 6
receive
months are
2.
to receive
an increase
of $1.00 per week.
following periodical increases shall be granted during the term of this agreement: Men receiving under $12.00 shall receive an increase of $1.00 per week every
three
The
months
until their
wages
shall
be $12.000 per week.
receiving over $12.00 and less than $18.00 shall receive an increase of $1.00 every six months until their
Men
wages
shall
be $18.00 per week.
Men receiving over $18.00
per week and less than $20.00 shall receive an increase of $1.00 per week every year until their wages shall be
$20.00 per week.
shall receive
work on the band-saw machines than $18.00 per week and shall receive an increase of $1.00 per week every six months until their wages are $20.00. Thereafter, they shall receive an increase of $1.00 per week every year until they reach the rate of $24.00. No man shall be assigned to the bandsaw machine permanentily until they have been employed
3.
All
men
starting to
not
less
in the
trimming room two years.
420
4.

So far as practicable, the apprentices in the trimming shall begin on their work on the lower grades of the trade and shall be advanced gradually to the more dif5.
room
ficult ones.
Apprentices shall not be permanently transferred to
work requiring the use of any electric machines until they have been employed for one year or more. 6. The wages of experienced men employed shall be determined in the same manner as in the cutting
room.
7.
The jack boys and canvas
pickers are to be under the
jurisdiction of the union, with this express provision: that these two sections are not to be under the agreed
scale for trimmers, but are to be subject to a special scale of wages, which scale is to be subject to the decision of the
board of arbitration.
Williston, Sections 1654-1656
AGREEMENT
BETWEEN
MANHATTAN SILK
SMITH
Co.,
College Point,
Inc.,
L.
I.
& KAUFMANN,
New York
City.
ELANDES RIBBON Co., Inc., Whitestone, N. Y. STAR RIBBON MFG. Co., Astoria, L. I.
and
AMALGAMATED TEXTILE WORKERS OF AMERICA
New York
Ribbon Local Union Queens Silk Ribbon Local Union Brooklyn Silk Ribbon Local Union Board of Greater N. Y. Silk Ribbon Local Unions
Silk
LABOR PROTOCOLS
421
AGREEMENT
PREAMBLE
This collective bargaining agreement is entered into with the intention of providing a method for adjusting all differences that may arise in regard to wage and working conditions of the
weavers working on ribbon looms in Greater New York in the employ of the manufacturers signing this agreement.
the part of the employers, it is the expectation that this compact of peace will result in the establishment and mainte-
On
nance of a high order of efficiency and discipline by the willing

co-operation of the weavers. On the part of the union, it
is the expectation that this compact will insure that the organization of the weavers will be strong enough to discipline its own members in accordance with the terms of this agreement.
The parties to this pact realize that the interests sought to be reconciled herein ordinarily tend to pull apart, but they enter
by the exercise of a coand constructive spirit it will be possible to bring and operative keep them together. This will involve as an indispensable preand the development
action.
requisite the suppression of the militant spirit by both parties of reason instead of force as the rule of
It will require also
into this agreement in the faith that
sion
and a
mutual consideration and conceswillingness on the part of each party to regard and
serve the interests of the other for the

this attitude assured it is believed
common
good.
With
no differences can arise which this machinery cannot mediate and resolve in the interest of co-operation and harmony. Public interest requires increasing production as a prime factor in reducing commodity prices. Wages, hours and working conditions should be regulated by this requirement. Weavers should not intentionally restrict individual output to create an artificial scarcity of labor as a means of increasing wages or of equalizing the productivity and wages of weavers having different degrees of skill and ability; employers should not intentionally restrict production to create an artificial
1
Sub-divisions of Sections have been lettered for convenience.
422
scarcity of the product in order to increase prices, nor should employers invoke methods that prove hurtful to the health, future productivity or welfare of the weavers. Any action by a
weaver or a union official directed against the prestige and welfare of an employer, and any action by an employer directed towards undermining the union shall be a distinct violation of
this agreement.
Section 1. This agreement is Parties to the Agreement. entered into between the manufacturing concerns, whose names are subscribed hereto, known as the employers, and Amalga-
mated Textile Workers

upon the execution
of
of America,
known
as the union.
in existence
:
This
only
agreement shall be considered
ratified
and
same
in the following
manner Each and
every employer, through a duly authorized member of the firm or officer of the corporation, must sign this agreement; on the part of the union, the official or accredited representative of the
New York, Brooklyn and Queens Silk Ribbon local unions of the
Amalgamated
Textile
Workers
of
America and
of the national
organization of the Amalgamated Textile Workers of America, shall sign this agreement upon an authority received from
a two-thirds vote of the members of each of the local unions, which vote shall be by secret ballot and a certified copy of such votes shall be submitted to the employers. In addition thereto, the weavers in the particular shops of each of the employers
signing this agreement shall similarly denote their acceptance of this agreement by authorizing three representative weavers from each shop to sign this agreement on behalf of the weavers they represent. This agreement shall be effective as to the wages and conditions of employment of weavers employed by the employers immediately upon their return to work. Section 2. Return to Work. The weavers in all shops agree
work immediately ment on the same conditions as

to return to
after the signing of this agreeexisted on March 8, 1920, with
the exceptions that there shall be an advance of seven and onehalf per cent. (7}^%) on the piece work rates, and the miniratings in the individual shops, in existence on March 8,
mum
1920, of 70 cents per hour and 75 cents per hour are to be 80 cents per hour; the minimum rating of 80 cents per hour is to be
LABOR PROTOCOLS
85 cents per hour, and the is to be 90 cents per hour.
Section 3.
423
85 cents per hour
minimum rating of
Additional Parties.
After this agreement has been
signed as herein provided, additional employers and weavers may come under the terms of this agreement, provided such
employers, and the local union affected and the weavers of such employers similarly designate their intention in writing to
No additional emaccept the provisions of this agreement. until hereto shall become a approved by the employer party ployers then parties to this agreement, and the employers
Such shall have full power of expulsion of any employer. additional employers shall be subject to assessments and dues as provided by the employers who have signed theretofore, and
proposed assessments or dues are a true deterrent operating against the signing of this agreement by such additional employers, the Impartial Chairman shall have full powers to vary such assessments or dues. Section 4- Expenses. All expenses in connection with the
in the event that such
operation of the machinery of adjustment herein established shall be divided equally between the union and the employers,
being understood that the employers may apportion their share of the expense between the individual employers on such
it
a basis as they may see fit, and that the union may likewise apportion its half of the expense among its members as it sees fit. The Impartial Chairman shall be empowered to assess and collect the necessary funds in accordance with the proposed budgets previously submitted by him and approved by the Trade Council. The custody and disbursements of all funds necessary for the operation of this agreement shall reside with
office of
the Impartial Chairman. Immediately upon the taking of the Impartial Chairman there shall be paid into the
general fund the sum of Twenty-five hundred dollars ($2,500) by the employers, and Twenty-five hundred dollars ($2,500) by the Amalgamated Textile Workers of America, it being further understood that the total expense of conducting this
machinery
may
approximate the sum of Fifteen thousand dol-
per annum. Impartial Chairman. There shall be selected by the signers to this agreement as soon after the signing of the
lars ($15,000)
Section 5.
424
agreement as possible, a person agreed upon to serve as Impartial Chairman, who shall devote his full time and attention
to the duties of this office. All complaints, disputes or grievances arising between the parties hereto in relation to wages and working conditions of weavers shall be submitted to the
Impartial Chairman either on appeal as hereinafter provided or for determination in the first instance. The Impartial Chair-
down rules and regulations as to the manner and which matters may be brought before him and in such rules may provide that all complaints, disputes and grievances shall be submitted in writing, but in no event shall the Impartial Chairman make a ruling in relation to any matter before him until ample opportunity has been given for the introduction and rebuttal of evidence by all parties affected. All testimony taken before the Impartial Chairman shall be open to both sides and shall be properly recorded. In case of death, resignation or inability to act on the part of the Impartial Chairman, the Trade Council as hereinafter created, All pending matters shall be held in shall fill the vacancy.
lay
man may
method
in
abeyance until the vacancy is filled. Full performance of all rules, regulations and orders laid down by the Impartial Chairman shall be obligatory on all parties to the agreement.
The Impartial Chairman, in order to enforce fulfillment of the rules, regulations and orders laid down by him, is hereby empowered to impose fines for wilful disregard or disobedience to any of his rules, regulations or orders. Any fine so imposed on
the union or weavers shall be paid into the general fund, but shall be credited on the account of the amounts to be paid to the
by the employers, and likewise any fines imposed from one or more employers shall be paid into the fund and credited to the amount to be collected from general
general fund
and
collected
In the event that a weaver fails to pay the fine so imposed upon him, the local union and the national organization shall be liable for the payment of such fines, but no such fine imposed upon a weaver shall be less than
the union or the weavers.
$2.00 or more than $10.00 for each offense; in the case of a fine on the union or a union official as such the fine shall not be less
than $10.00 or more than $50.00 for each offense; and in no event shall any fine imposed upon any employer be less than
LABOR PROTOCOLS
$10.00 or more than $250.00 for each offense.
425
In the event that
an employer
fails to pay any fine imposed upon him the other employers parties to this agreement agree to pay such fine. All
and orders issued by the Impartial Chairman file in his office and shall be accessible to all of the parties hereto and notice of all such rules, regulations, orders and fines shall be mailed to each of the employers and each local union. In arriving at any conclusion in regard to wages or working conditions, the Impartial Chairman must give due consideration to all of the conditions of employment existing in the industry at the time of the execution of this agreement or subsequent thereto, but no practice, or cusrules, regulations
shall
be in writing and shall be on
tom
in existence in the industry shall
be considered binding
upon the Impartial Chairman.
A Trade Council shall be created composed in the following manner: Each employer a party to this agreement shall have one representative on such Trade Council until such time as more than six employers are parties hereto, in which event the number of employers on the Trade Council shall not be increased beyond six and the method of selecting such six representatives shall be vested in the employers then parties hereto, but in no event shall there be more
Section 6.
Trade Council.
than one representative for any one concern. Additional representatives of the employers may sit in with the Trade Council and take part in all of its considerations, but having no vote in any matters that may come before the Trade Council.
The Amalgamated
Textile Workers of America, through the
York, Brooklyn and Queens Silk Ribbon Locals, shall number of representatives equal to the number appointed to represent the employers as above provided, but in no event shall less than four of such appointees representing the union be persons actually employed as weavers in the plants
designate a
of the employers parties to this agreement and no two of such appointees shall be weavers employed by the same employer.
New
Additional representatives
tile
officials of
sit in,
Workers
of
American
may
the Amalgamated Texbut having no vote, but in
the event that the employers have present at the Trade Council an attorney at law, the like privilege is granted to the union.
The weavers'
representatives designated
by the Amalgamated
426
Textile

be conthe em-
Workers of America as above provided, shall firmed and approved by the weavers in the shops of Each ployers who are signers to this agreement. as of the must member Trade Council be designated
weaver
able to
speak English and must have been employed in the shop he represents for a period of not less than one year. But in the event that no suitable representative can be selected who has been so employed for one year or more, the Impartial Chairman may reduce the period of qualification, but in no event to be less than a period of six (6) months. This council shall consider and discuss all matters of general trade policy and shall be presided over by the Impartial Chairman who shall have no vote. In the event that any matter brought before the Trade Council shall result in a unanimous agreement being reached between the representatives of the employers and the representatives of the weavers, the matter under consideration shall be reduced to writing and shall not be referred to the Impartial Chairman for further consideration and determination. In the event that no unanimous agreement is reached, all matters brought to the attention of the Trade Council shall be referred to the Impartial Chairman, who shall have full power to act in
the premises.
select
The trade
council
by unanimous vote
shall
and employ the Impartial Chairman, shall approve the budgets and have full auditing power over all the funds. No action taken by the Trade Council shall be valid unless all of
the representatives are present and voting. The Impartial Chairman shall call in the Trade Council in order to assist him
in all matters involving questions of trade policy, but the
Trade Council
may waive this provision. Section 7. Compensation of Weavers, a. The Impartial Chairman after a thorough investigation and study shall make a full
report and issue rulings
amount
if found advisable, as to the basis and compensation to be paid to weavers. Any such rulings of the Impartial Chairman in regard to compensation of weavers must provide for deductions of pay for any failure to accomplish fair production on the part of the individual weaver. Any such ruling or regulation shall be based upon the production records of the employers and such social and other con-
of
ditions
and
facts as the
Impartial Chairman
may
consider
LABOR PROTOCOLS
427
elements in the situation. No ruling relating to the basis of compensation of weavers shall be ordered by the Impartial Chairman which permits decreased production or fails to guarantee fair production, and any ruling which results in decreased production shall be immediately revoked and rectified. b. Within one month of the time when the Impartial Chairman will take office, he shall issue a preliminary report in connection with this matter and shall set forth such facts as he may
find desirable.
The final report when issued shall set the date when change, any, in the basis or amount of compensation shall become effective. It is understood that any such ruling shall be made
c.
if
effective as speedily as possible, but must allow ample time for necessary changes in system if any, which the rulings of the
The Impartial Impartial Chairman may make necessary. for the of this and in any other Chairman, purposes inquiry
matters that
may come
before him, shall have
full
and
free
access to the production records of the employers and the records of the unions and may, subject to limitations which might be imposed by the Trade Council, retain additional
persons to assist him. Every wage scale shall be accompanied by a scale of production and shall not be increased or decreased,
during the manufacturing season of the individual employers, it being understood that this provision shall not apply to new
articles
which
shall
season.
The Impartial Chairman
be introduced during a manufacturing is to immediately consider
and issue rulings on the standardization and uniformity of the number and bases of ratings, taking into consideration the quality and kinds of goods produced in the individual shop and any other factors which may bear on the question.
Shop Adjustments. All complaints, grievances or disputes arising in the shop of any employer which cannot be
adjusted within the shop shall be referred to the Impartial
Section 8.
Chairman.
Section 9.
Strikes
and Lockouts.
It is agreed that there shall
be no lockouts on the part of the employers or strike or stoppage on the part of the weavers for any reason whatsoever during the
existence of this agreement. Section 10. Hiring and Discharging.
The
full
power
of
428
hiring
and discharge rests in the employers, but any weaver feeling aggrieved by his discharge may bring the matter before the Impartial Chairman providing he has been employed for more than two weeks, but the union does not hereby waive the
right to appeal because of discharge based upon discrimination against the union. The Impartial Chairman shall have power to consider and make rulings as to the justification for the dis-
charge of a weaver by the employer and the stopping of work by a weaver. In the event that a weaver stops work or fails to
appear for work for reasons which the Impartial Chairman finds insufficient, such weaver may be ordered deprived by the Impartial Chairman of his membership in the union and such weaver and the Amalgamated Textile Workers of America or the local union shall be subject to such penalties as may be imposed by the Impartial Chairman. In the event that a weaver has been discharged by the employer for reasons which
the Impartial Chairman shall find insufficient, the employer must abide by the ruling of the Impartial Chairman and shall be subject to such penalties as the Impartial Charman may
impose, and the Impartial Chairman may allow in a case of an immediate appeal by a weaver, if such appeal is found justified,
the pay necessarily lost by the weaver in the diligent prosecution of such appeal. Section 11. Variations in Compensation. Compensation of
all
weavers, whether members of the Amalgamated Textile Workers of America or not, as ordered by rulings of the Im-
partial
Chairman,
shall not
be increased or decreased in any
way by
in
the employers, and no presents, bonuses or gratuities
to any weaver by any without the consent of the Impartial Chairman. employer Section 12. Preferential Shop. It is agreed that the principle of the preferential shop shall prevail, and that preference shall be given to weavers of the Amalgamated Textile Workers of America, in hiring, discharge and distribution of work. Whenever an employer needs additional weavers he shall first make application to the union, specifying the number and kind of weavers needed. The union shall be given 48 hours to supply the specified help and if it is unable or for any reason fails to furnish the required weavers to the satisfaction of the employer
any form whatsoever may be given
LABOR PROTOCOLS
the employer shall be at liberty to secure
429
them elsewhere. The issue Chairman rulings extending this period of may Impartial in but no event beyond one week. If the requests for time, weavers exceeds the number which the union can supply, there shall be no partiality or favoritism exercised in the apportionment of such weavers among the employers. The principles of
preference shall be similarly applied in the case of discharge. Should it at any time become necessary to reduce the force, the first ones to be dismissed shall be those who are not members of
the union of good and regular standing, but not previous to the running down of their warps. It is understood that the Impartial Chairman shall have power to discipline an employer who distributes work with the intention of discriminating
against union weavers, and to order the discharge of an employee not a member of the union who endeavors to undermine
the union, and to discipline a member of the union who endeavors to undermine the employment of a non-union employee.
No
weaver, however, shall be employed

of
a member
Amalgamated
Textile
who was previously Workers of America and
subject to discipline under its rules until he has been reinstated If the initiation fees, asseesments, or in good standing.
by the union deter weavers from joining the union, the Impartial Chairman shall have full power to order the variation of the amounts and the dates of payment of such
penalties imposed
initiation fees, assessments or penalties.
IN WITNESS WHEREOF, the parties hereto have signed and executed this agreement as provided under Section 1 hereof, this 10th day of April, in the year One thousand
nine hundred and twenty.
CERTIFICATE OF VOTE
AMALGAMATED TEXTILE WORKERS OF AMERICA,

i
31 Union Square,
Room
707
9th, 1920.
NEW
To
YORK, April
Whom It May
Concern:
hereby stated, that in a mass meeting of the combined New York, Brooklyn and Queens of the Amalgamated Textile Workers of America, held on April 9th, 1920, a secret
It is locals of
430
proposition and the Collective Barganing agreement of the manufacturers concerned, to the effect, that the agreement has been favorably accepted with a
vote has been taken on the
new
vote of 292 for and 27 against
it.
Respectfully,
H. FISCHER, Secretary of Mass Meeting.
Agreement Cleveland Garment Manufacturers' Association and International Ladies' Garment Workers Union
*
Williston, Sections 1654-1656. In view of their primary responsibility to the
consuming
public, workers and owners are jointly and separately responsible for the cost and quality of the service rendered, it is agreed
that co-operation and mutual helpfulness are the basis of right and progessive industrial relations and that, intimidation and cocercion have no proper place in American industry. To provide a means whereby the parties may co-operate, both to preserve peace in the industry and to further their mutual
interests in the
common
enterprise, this
agreement
is
entered
into
between
its
THE CLEVELAND GARMENT MANUFACTURERS ASSOCIATION

on behalf of those of
hereto,
members whose
signatures are attached
THE INTERNATIONAL LADIES' GARMENT WORKERS UNION AND LOCALS Nos. 26, 27, 39, 37, 42, 94 on behalf of their members and
The Hon. R. McLane,
Julian
W. Mack, Samuel
J.
Rosensohn and John
or their successors, acting as a Board of Referees. 1
The parties accept as a part of this agreement, and incorporate therein, except as they may be inconsistent with the express provisions of this agreement, the principles affirmed in the
agreement between the parties and the Secretary of War, bearing date of August 12th, 1918, and in the awards and decisions made by the Board of Referees appointed thereunder.
1
Sub-divisions of paragraphs have been lettered for convenience.
LABOR PROTOCOLS
II
431
be a permanent Board of Referees of three perHonorable Julian W. Mack, Chairman; Samuel J. Rosensohn, and John R. McLane. This Board shall have power to (1) adjust matters which cannot be settled between the parties, (2) to establish periodic wage-scales for
a.
There
shall
sons, consisting of the
the industry, and (3) to see that this agreement up to by the parties hereto.
b.
is
fairly lived
Vacancies in the Board, from resignation or otherwise, shall be filled, so far as possible, by the whole Board before such
resignation becomes effective, or by the remaining Referees, after consultation in either case, with the other two parties to this agreement. Any one member of the Board shall have the
authority to exercise the powers of the full Board except in case of a dispute wherein either party requests the consideration of the full Board.
Ill
On
or about October first of each year, the Referees shall
take up the matter of wage-scales, and on or about November first shall make such changes in the then-existing scale as shall,
in their judgment, seem advisable. The wage-scale thus promulgated by them shall be effective at a time to be fixed by the Referees, which shall not be prior to December first of that year, and shall be the scale in force for the year next ensuing, except that four months thereafter, the subject may be re-
opened for the purpose of making adjustments in conformity with changes in the cost of living, which adjustment shall be made on or about April 1st, and become effective at a date to be fixed by the Referees which date shall not be prior to May
first;
provided, however, that the scale adopted for the year 1920 shall be effective as of January first of that year, and that
there shall be no changes in that scale before 1920.
December
first,
IV
a.
The wage-scale
shall
gation of all ascertainable facts, with
be determined after thorough investidue regard to the public
432
interest,
fair
and equitable wages conforming to American and to the progress and prosperity of the industry. standards, A united effort shall be made to promote all interests by increasing continuity of employment.
b.
Disputes between an employer and an employee in an indi-
vidual shop, affecting a member of the Union, shall first be taken up between the employer or his representative and the
worker concerned or his representative, who must be an employee of such shop, for the purpose of adjusting the differences between them. In case of failure to make satisfactory adjustment, the matter shall then be taken up by the Manager of the Union and the Manager of the Manufacturers' Association. c. Disputes of a general nature concerning such matters as hours of work, general sanitary standards, general wage-scales and classifications in connection therewith, and so forth, shall be taken up directly by the Manager of the Union and the Manager of the Manufacturers' Association. d. If they fail in either case to make a satisfactory adjustment, the dispute shall then be arbitrated by the representative of the Referees appointed for that purpose and vested with the full power of the Board of Referees, subject only to a right of appeal to the Board from his decision on matters relating to principle or policy. This representative shall reside in Cleveland, and may be called upon at any time for the investigation
or hearing of cases properly brought before him. No case shall be heard by him, or by the Board, which has not first been taken up in the successive steps set forth above. The decision of the representative is final unless and until overruled or modified by the Board of Referees except where a member of the Board, upon cause shown, shall deem it advisable to suspend execution
of the decision of the representative, pending appeal.
VI
week work is approved. The definite arrangements which shall be worked out jointly under the
The
principle of
LABOR PROTOCOLS
433
decision of the Referees during the next year, shall have due regard to the productive value of the individual worker, based on fair and accurate standards.
VII
The Manufacturers' Association and the Union shall cooperate as required by the Referees in seeing that all of their
decisions, rulings, promulgations, or disciplinary measures, are
faithfully executed or complied with.

i
VIII
Every worker shall work for, be paid by, and bargain with the firm in whose shop he is employed, and not by any other
employee
of that firm.
This clause relates to the abolishment
of inside sub-contracting.
IX
a.
shall receive the
All workers in outside shops located in Cuyahoga same scale of wages as established
County by the
Referees for the workers in the inside shops. No employer of the Association shall knowingly continue to give work to any such outside shop which does not maintain this scale, or which
otherwise fails to abide by any awards, rulings, or decisions of the Referees or which shall refuse to submit a dispute to the Referees or their representative.
b. The representative of the Referees may hear any complaint as to such shops or contractors, and where he finds that the standard is not being lived up to in any such outside shop,
he may forbid the letting of any further contracts by any of the manufacturers to such outside contractor until the contractor shall have paid up all the back pay owing under the Referees' wage-scale, or have made such other restitution as may be necessary to bring him into line with the aforesaid standards. c. The Referees shall have authority to decide any complaint with respect to any shop in the vicinity of Cleveland doing
work
for
any Manufacturer, party
to this agreement, giving
434

this
due consideration to the proper interests of the parties to

agreement.
X
A
Joint Board of Sanitary Control
may
be created by the
Referees.
XI
This agreement shall be so administered that the position weakened. On the contrary, it is expressly understood that each party shall assist so far as possible in maintaining the integrity of the other.
a.
of neither of the parties to it shall be intentionally
b.
Any member of either group

shall
guilty of violating this agree-
ment
be disciplined on order of the Referees.
XII
During the slack periods, the work
shall
be distributed
among
all the workers of a given shop, or of a given division of that shop, as equitably as possible.
XIII
This Agreement shall remain in force until December 31st, 1921, and shall be automatically renewed for another year, and so on for each succeeding year, subject only to the right of
either party to terminate it on December 31st, 1921, or on December 31st, of any succeeding year, by giving written
notice at least three
months before the end
of such year.
Either party may, upon similar notice, at such periods, suggest amendments or a reconsideration of the terms of the Agreement as a whole, in which case the Referees shall call the
parties into conference during the three months' period, and whatever changes may be agreed on, shall become effective at
the beginning of the next yearly period.
XIV
be no strikes or lockouts during the life of this Agreement, unless previously authorized by the Referees.
There
shall
LABOR PROTOCOLS
435
XV
The expenses
of the Referees
and
their representative in
be borne equally by the Agreement Union and the Manufacturers' Association by making such deposits to the order of the Referees as from time to time may be required by them.
administering this
shall
December
18th, 1919.
Agreement between The Associated Clothing Manufacturers and The Amalgamated Clothing Workers of America
Williston, Sections 1654-1656. Whereas the parties hereto desire to enter into
for the following purposes
(a)
:
an agreement
To operate preferential Union Shops; (b) To adopt the principle of collective bargaining; (c) To submit to arbitration in case of disputes
;
(d) For promoting the best interests of the clothing industry; (e) For the creation and maintenance of friendly and harmonious relations, co-operation and good will, between employers and employees; (f) For fixing and adjusting wages and working hours; (g) For the prevention of strikes, stoppages of work, lock-
outs, etc.;
(h)
For the amicable settlement of all grievances, controversies, and disputes which might arise between both
parties ;
(i)
For the maintenance of high order

efficiency,
of discipline
and
by
the willing co-operation of the union and
(j)
workers; For the maintenance of good standards of workmanship
(k)
and conduct; For the assurance of proper quantity, quality and cost of
production.
is
IT
(1)
HEREBY AGREED:
this
That
ratification
agreement shall be effective from the date of both by parties and shall continue in force until
436 June
shall
1st, 1920; and from year to year thereafter unless notice be given in writing by either party to the other intimating amendment or abrogation, within 30 days prior to June 1st. (2) That during the life of this agreement there shall be no
lock-outs, strikes or stoppages of in any section thereof concerning
work either in the factory or any matter in controversy or
any grievance of any kind whatsoever. (3) That forty-four hours will constitute a week's work in the shops of the members of the ASSOCIATED CLOTHING MANUFACTURERS, with the exception of the House of Hobberlin, where
forty hours will constitute a week's work.
(4) That overtime shall be dispensed with as far as possible, but when overtime is necessary in a department or section of department, the employees engaged shall be paid at the rate of time and one-half. Double time will be paid for work done on
legal federal holidays.
That, recognizing the necessity for providing reasonable methods for deciding controversies or grievances, both parties
(5)
agree to the appointment of a Board of Arbitration, to be

selected as follows
:
Two Two
representing the manufacturers. representing the union.
One to be selected by the arbiters so chosen. (6) That the expenses incidental to the Board of
shall
(7)
Arbitration
be borne equally by the parties to this agreement.
That the
decision of the
Board
of Arbitration or
a major-
ity thereof shall

(8)
his for
be final and binding upon both parties. That any employee feeling himself aggrieved shall present complaint to the shop steward, who shall take the matter up
adjustment with the shop superintendent. In the event that they are not able to agree, the shop steward shall report the matter to a representative of the union, who in turn shall take the matter up with a representative of the employer. In
event that these two are unable to agree on an adjustment, the grievance shall then be presented to the Board of Arbitration within three days. In order that the presentation and adjustment of these
grievances cause as little confusion as possible, it is hereby agreed that the tune for presenting grievances to the shop
LABOR PROTOCOLS
437
steward and by him to the shop superintendent, and for the adjustment of these grievances, shall be after the regular working hours, which end at 5 P. M. on week days and 12 o'clock on Saturdays. Exception is made, however, in such emergency
cases as require immediate action. (9) That the members of the Associated Clothing Manufacturers agree to operate preferential Union Shops. When additional workers are needed, application will be
made
to the
unable, within forty-eight hours, to such supply satisfactory workers as are needed, the manufacturers shall then be privileged to secure such workers as they
union.
If
the union
is
can.
Non-union workers who are employed under
this pro-
vision are subject to joining the union within a reasonable time.

(10) That in the case of new workers being employed, two weeks will be considered a probationary period, if the new workers are regularly employed in the trade. In case of apprentices or workers taken from other trades, the probationary period will be four weeks. (11) That it is understood that the power of discharge will be exercised by the employers with justice and with due regard for the reasonable rights of the employees. If an employee feels that he has been unjustly discharged, he may appeal to the Board of Arbitration which shall have the power to review and decide such cases. By request of the union representatives, the discharge shall be delayed until the Board of Arbitration
hears the case.

(12) That whenever an employee shall absent himself from work without giving an acceptable reason to the employer, upon the second business day of his absence, the employer may
consider his position forfeited. In case of absence, a reason therefor must be promptly given to the foreman or company
representative
(13)
shall
by messenger, mail
That workers who
or telephone. are absent on account of sickness
be reinstated in their former positions within a reasonable proper notification is given to the Company. (14) That changes of workers from one operation or department to another may be made by the employer, provided that the individual worker does not suffer through such changes.
time
if
438
(15)
That on or about January 15th and July 15th of each year representatives of the ASSOCIATED CLOTHING MANUFACTURERS and representatives of the Union shall meet to determine the wage scale, which is to apply in the shops of the ASSOCIATED CLOTHING MANUFACTURERS as specified below. This scale of wages shall remain in force and effective until adjusted as
prescribed below. ference within one
The wage-scale is to be determined in conmonth after the meeting and it is to be ready
for publication on February 15th and August 15th of each year. In view of the nature of the wholesale clothing trade which
makes it necessary for the manufacturers to price their goods and sell them at a considerable period before they are put into manufacture, it is hereby agreed that the scale of wages which is thus determined on or before February 15th, shall become effective on June 1st following, and remain in force until
November 30th, following. The wage scale determined on or become effective on December 1st
force until
before August 15th shall

following
and remain
in
May 31st of the next year.

provided that the wage scale committee,
It is expressly
which will consist of an equal number of representatives of the ASSOCIATED CLOTHING MANUFACTURERS and the Amalgamated Clothing Workers of America, appointed by these respective bodies, shall meet to determine the wage scale which
shall be effective until
May
this
31st, 1920.
One-half of the inshall
apply from shall apply from September 1st, 1919, November 1st, 1919. In case this scale should not be determined until some date later than the dates specified above, it will, when determined, be retroactive to those dates in the proportions specified. In case of a disagreement in the determination of the wage scale, the matter is to be referred to the
crease determined
by
new wage scale and the full amount
Board
of Arbitration.
(16) That, the matter of regulating the outside contract shops is to be left to the Board of Arbitration with the following
recommendations (1) That outside contract shops be regulated so as to comply with the health regulations of the city and the province.
:
LABOR PROTOCOLS
(2)
439
That a committee composed of representatives of the union and representatives of the employers in equal numbers, be appointed to investigate and
regulate the outside contract shops. (3) Should they be unable to agree, the matter will be referred to the Board of Arbitration for adjustment.
That it is agreed by the union that the manufacturers have the right to take into its employ as many returned soldiers as it can absorb and that it shall have the privilege of developing workers through the apprenticeship system on a basis to be determined by the representatives of the manufacturers and the union. In the event of disagreement, then it shall be submitted to the Board of Arbitration for decision. (18) That the Union agrees that where the employee acts unfairly with the employer that he or she will be disciplined by
(17)
shall
the Union.
(19)
enforce
That the union agrees that it will bend its energies to maximum production and that it will furnish to the
scales of production considered to be
Board of Arbitration, fair and equitable.
Toronto, August 21st, 1919.
Agreement Between Henry Sonneborne & Co., Inc., and the Amalgamated Clothing Workers of America
Agreement entered into by Henry Sonneborne & Co., Inc., and the Amalgamated Clothing Workers of America, through its national president and a committee representing the employees of Henry Sonneborne & Co., Inc. 1. Overtime shall be dispensed with so far as possible. Wherever a department or section of a department works overtime the employee shall be paid at the rate of time and one-half
such overtime; in the case of piece workers they shall be paid on the basis of piece rates and one-half for such overfor
time.
Requests fof increases shall be taken up in the first inby the shop chairman elected by the employees of & Co., Inc.; in case of disagreement the Sonneborne Henry matter in dispute shall be referred to the Trade Board as here2.
stance
440
inafter provided for. The Trade Board shall make inquiry into the case for such request and shall have power to render a
decision.
The Trade Board shall be composed of eight representaby the employees of Henry Sonneborne & Co., Inc., members of the Amalgamated Clothing Workers of America, and eight representatives appointed by Henry Sonneborne & Co., Inc., and an Impartial Chairman chosen by
3.
tives elected
both parties. All complaints that may arise in the shop shall be referred to the Trade Board. Decisions made by the Trade Board may be appealed to the Board of Arbitration as hereinafter provided for. 4. The Board of Arbitration shall be composed of three members, one representing the firm of Henry Sonneborne & Co., Inc., one representing the Amalgamated Clothing Workers of America, and the third chosen by mutual agreement to act as Impartial Chairman. Appeals may be made from the
of
mutual agreement
Trade Board to the Board of Arbitration. All decisions rendered by the Board of Arbitration shall be final and binding
upon both
5.
parties to this agreement.
mutually agreed that complaints affecting wages for be treated separately by the other departments from the Trade Board. 6. It is mutually agreed that all work will be given to the inside shops. If at any time during the life of this agreement it is found that the workers are unable to meet the demands of output in any season or are unable to assure prompt delivery
It is
"S" work shall
through any increase of business for that season, the firm shall have the right to place extra work in outside shops in order that undue injury, through the cancellation of orders, may be
however, that the representatives or agents of the firm having charge of the giving out of such work, shall give preference to outside shops whose workers are members of the Amalgamated Clothing Workers of America. It is further understood that if without undue delay all of such work cannot be placed in such shops, the firm shall have the right to place such work wherever it can be most satisfactorily and speedily handled. 7. Regarding all new help it will be the duty of the employprevented.
It is understood,
LABOR PROTOCOLS
441
ment bureau to ascertain weekly the records of the new workers and establish within three weeks whether the employee is doing
satisfactory work.
factory he
bationary.
8.
may
If it is found that the worker is not satisbe dismissed at the end of three weeks' pro-
Changes in method of production as well as changes of persons from one operation or department to another may be made by the corporation, so long as the individual worker does not suffer through changes. In every case the Shop Chairman
shall
9.
be notified before such change.
All persons employed directly in the manufacture of clothing in the Cutting, Trimming and Tailoring Departments
Henry Sonneborne & Co., Inc., shall be members of the Amalgamated Clothing Workers of America in good standing. 10. It is understood that the power of discipline and discharge shall remain with the corporation and its agents. It is
of
agreed, however, that at the request of the Shop Chairman, the employee shall remain at work until the Trade Board reviews
the case.
Whenever an employee shall have absented himself from accustomed place without giving an acceptable reason, the firm or other officers in charge of his work, or to the shop representative or the foreman of his floor, upon the second business day of his absence a reason therefor must be given the foreman and shop representative by messenger, mail or telephone. Any workers who are absent on account of sickness shall be reinstated in their former position if proper notification is given the foreman and shop chairman within three days. Their former positions shall be given to them if they return within a reasonable time. 12. Standards are to be established by a committee who shall be composed of three representatives of the workers and three representatives of Henry Sonneborne & Co., Inc.; in the event of this agreement the matter in dispute shall be referred to the Trade Board, the work in question shall proceed on the
11.
his
basis of the committee's decision.

13.
This agreement to go into
effect
on January
3,
1919,
and
shall
continue in force until January 3, 1921. 14. It is expressly agreed that Dr. Frank K. Goodnow,
442
Pres. of the Johns
Hopkins University, shall continue as ImBoard of Arbitration. partial 15. It is expressly agreed that Jacob M. Moses shall continue as Chairman of the Trade Board.
Chairman
of the
Strouse
&
Bros.,
Inc.,
Workers
of
and the Amalgamated Clothing America Labor Agreement
the
Agreement entered into by Strouse & Bros., a corporation, and Amalgamated Clothing Workers of America, through its National President, and a Committee representing the em:
ployees of this corporation (1) Forty-four (44) hours shall constitute a week's work in
the cutting, trimming, coat, trousers and vest shops. (2) Overtime shall be dispensed with so far as possible. Whenever a department or section of a department works over-
time the employees shall be paid at the rate of time and half for such overtime. In the case of piece-workers, they shall be paid on the basis of piece rate and a half, for such overtime.
Requests for increases shall be taken up in the first instance, by the shop committee, elected by the employees of Strouse & Bros., Inc., and the properly appointed representatives of Strouse & Bros., Inc. In case of disagreement, the matter in dispute shall be referred to The Wage Board, as here(3)
inafter provided for. The Wage Board shall make inquiry into the cause for such requests, and shall have the power to render
a decision. All decisions made by the Wage Board, however, may be appealed to The Board of Arbitration, as hereinafter provided for. (4) The Wage Board shall be composed of three members appointed by Strouse & Bros., Inc., and three employees of
Strouse
&
Bros., Inc.,
members
of the
Amalgamated Clothing
.
Workers of America. The Chairman of the Trade Board shall act as Chairman of the Wage Board, when called upon (5) The Trade Board shall be composed of seven (7) representatives elected
members
by the employees of Strouse & Bros., Inc., Amalgamated Clothing Workers of America, and seven representatives appointed by Strouse & Bros., Inc., and an impartial chairman chosen by mutual agreement of
of the
LABOR PROTOCOLS
443
both parties. All complaints except those directly dealing with wages, shall be referred to the Trade Board. (6) The Board of Arbitration shall be composed of three (3) members, one representative of Strouse & Bros., Inc., one
of the Amalgamated Clothing Workers of and third chosen by mutual agreement, to act the America,
representative
as impartial chairman. Appeals may be made through the Trade Board, or the Wage Board, to the Board of Arbitration.
The
decisions rendered
by the Board
of Arbitration shall
be
absolutely final and binding upon both parties to this agreement, throughout the life of the agreement.
mutually agreed that complaints affecting wages for "S" work shall be treated separately from the other departments by the Wage Board. (8) It is mutually agreed that all work will be given to the inside shops, if at any time during the life of this agreement, it is found that the workers are unable to meet the demands of output in any one season, or are unable to assure prompt delivery through an increase of business for that season, the corporation shall have the right to place extra work in outside shops, in
(7)
It is
order that undue injury through the cancellation of orders may be prevented. It is understood, however, that the representatives or agents of this corporation, having charge of giving out
ers are
such work, shall give preference to outside shops whose workmembers of the Amalgamated Clothing Workers of
It is further
understood that if, without undue delay, all such work cannot be placed in such shops, the corporation shall have the right to place such work wherever it can be most satisfactorily and speedily handled, but in no case shall this action be taken until the shop-chairman has been notified and if mutual agreement is not reached, it shall be referred to the
America.
Trade Board
(9)
in the usual way. employing permanent hands, six (6) working days shall be considered a probationary period, and after this period, if the employee so engaged, is doing satisfactory work he or she shall be known as one of the regular force. All help so engaged must be members of the Amalgamated Should the Amalgamated Clothing Workers of America. of America not be able to furnish employees Workers Clothing
When
444
to Strouse
& Bros., Inc., within three days the corporation have the privilege to secure such employees in the open market providing that they become members of the Amalgamated Clothing Workers of America before commencshall
ing work.
(10) Changes in methods of production, as well as changes of persons from one operation or department to another, may be made by the corporation so long as the individual worker does not suffer through such changes. In every case, the shop chair-
man
shall
be notified before such change
is
made.
(11) All persons who may be employed directly in the manufacture of clothing, in the cutting, making, trimming and tailor-
ing departments of Strouse & Bros., Inc., shall be members of the Amalgamated Clothing Workers of America, and in good
standing, except, that trimmers who are not now members of the Amalgamated Clothing Workers of America and working
for Strouse
&
Amalgamated
(12) It is
Bros., Inc., shall not be compelled to join the Clothing Workers of America.
full
understood that the
power
of discipline
and
dis-
charge, lies with the corporation and its agents, but it is agreed that this power shall be exercised with justice and with due
regard for the reasonable rights of the employees. If an employee feels that he has been unjustly discharged, he may appeal through his shop chairman to the Trade Board, which
have the power to review and decide such cases. In every case, the shop chairman shall be notified before actual By request of the shop chairman the discharge discharge. shall be delayed until the Trade Board hears the case. (13) Whenever an employee shall have absented himself from his accustomed place, without giving an acceptable reason to
shall
the Corporation, or their officer in charge of this work, or to the shop representative of the union or the deputy of the firm on his
third business day of his absence, the corporaconsider his position forfeited. In case of absence, a reason therefor must be given to the foreman or shop reprefloor,
upon the
tion
may
sentative
and
if
on account
of sickness, the
employees
shall
be
reinstated in their former positions within reasonable time, if proper notification is given the foreman or deputy, within three
days.
LABOR PROTOCOLS
(14) This agreement shall go into effect July 1st, 1919, shall continue in force until July 1st, 1921.
(15) It is expressly agreed that should at
445
and
any time, an
appeal be made to the Board of Arbitration, that an impartial Chairman shall be first selected by mutual agreement between Mr. Eli Strouse, President of Strouse & Bros., Inc., and Mr.
Workers
Sidney Hillman, President of the Amalgamated Clothing of America. It is expressly agreed that Jacob M. Moses, ex-judge of (16)
the Juvenile Court shall preside as
Chairman
of the
Trade
Board.
Agreement
Clothing Exchange of Rochester and Amalga-
mated Clothing Workers
of America.
Entered into between the Clothing Exchange of Rochester, represented by Mr. Max Holtz and Mr. Samuel Weil, and the Amalgamated Clothing Workers of America, represented by Mr. Sidney Hillman.
THE OPEN SHOP

1. The union concedes and recognizes the right of the facturers to operate their plants on the so-called "open
manushop"
principle.
COLLECTIVE BARGAINING
recognize the right of their employees to bargain collectively. This shall carry with it the following: The right of employees to organize and belong to outside (a)
2.
The employees
organizations.
(b)
their
The right of the employee or group of employees to elect own representatives, who shall in turn have the right to
THIS COLLEC-
act as counsel for such employees, as later prescribed.
METHOD OF HANDLING GRIEVANCES UNDER

TIVE BARGAINING PLAN.
3.
(a)
Individuals or groups of workers have the right to
present their complaints direct to the firm's labor manager. (b) Individuals or groups may present their complaints
through their representatives which may be either the group representative or shop chairman according to the wishes of the workers directly involved.
3.
The aggrieved workers
shall
have the right to
call in
as
spokesman a third party who himself need not be an employee of the firm. 1. Such outsider shall be permitted to enter into the contheir
446
LABOR PROTOCOLS
447
inside
troversy only after settlement has been attempted on the between the firm and the workers (or the workers' inside
.
representatives)
2.
Where no such settlement is reached, then the workers may call in the representative who need not be an employee of the firm at such time and such place as is agreed upon between
the workers and the firm.
place cannot be agreed upon between the workers and the firm, the place shall be the arbitrator's office,
Where time and
and the time set by the arbitrator, if the time cannot be agreed upon between the parties. 3. The firm has the same right to call into the conference or controversy such outsiders, under the same conditions laid down
for the workers.
ARBITRATION SCHEDULE
4.
Both
disputes.
final
parties agree to arbitration as a model of settling There shall be no stoppages of work because of dis-
putes or dissatisfaction.
shall
:
The award
parties.
of the arbitrators shall
and binding on both
be Procedure in arbitration
be as follows (a) All matters which cannot be settled within the plant, as between the firm and the workers, after calling in the shop
chairman or the outside representative, or both, as heretofore provided for, shall be referred to arbitration for final adjudication.
(b) Either party may bring the matter to arbitration at any time within thirty days after failure to reach an agreement. (c) Employers and workers have the right to be represented
by
their outside representatives before the arbitrator. (d) The employers shall have the right to refuse employment
to such of their workers

arbitrator.
(e)
who do
not abide by the award of the
The
arbitrator shall be chosen
by both
parties to this
agreement.
5.
6.
The forty-four hour The matter of wages
shall
shall go into effect April 1, 1919. be the subject of a conference
before April 1st between
Mr. Hillman and Mr. Holtz.
In the
448

it
event of a failure to agree
shall
be subject to arbitration as
provided in this agreement. 7. This agreement shall run until
May
1,
1920.
N. Y. Clothing Trade Association
PREAMBLE
parties hereto enter into an agreement for collective bargaining with the intention of agreeing on wage and working
The
conditions and to provide a method for adjusting all differences that may arise during the term of this agreement.
On
the part of the employer,
it is
the expectation and inten-
tion that this agreement will result in the establishment and maintenance of a high order of discipline and efficiency by the
willing cooperation of union workers; that by the exercise of this discipline, all stoppage and interruptions will cease; that good standards of workmanship and conduct will be mainwill
tained and a proper quantity, quality and cost of production be assured; that cooperation and good will will be estab-
lished between the parties hereto.
On the part of the union, it is the intention and expectation that this agreement will operate in such a way as to maintain and strengthen its organization so that it may be strong enough
mand
to cooperate, as contemplated in this agreement, and to comthe respect of the employer; that they will have recourse to a tribunal in the creation of
which
their votes will
have
equal weight with that of the employer in which all of their grievances, including those concerning wages and working
conditions,
may
be heard and
all of their
claims adjudicated.
This agreement is entered into between the New York Clothing Trades Association and the Amalgamated Clothing
Workers
August
of America,
and
is
effective
from August
27, 1919, to
26, 1920.
LABOR PROTOCOLS
449
II
HOURS OF WORK
A. The hours of work shall be forty-four per week, to be worked eight hours on week days, with a Saturday half holiday. B. OVERTIME. For work done in excess of the regular hours
per day, overtime shall be paid to piece workers of fifty per cent, in addition to their piece work rates; to week workers, at the
rate of time
and a
half.
Ill
WAGES
be a general change in wages in the clothing industry, during the life of this agreement, which will be sufficiently permanent to warrant the belief that the change is not temporary, the board of arbitration herein provided for, shall have power to determine whether such change is of so extraordinary nature as to justify a consideration of the question of making a change in the present agreement, and if so, then the board shall have power to make such changes in wages as in its judgment shall be proper.
If there shall
IV
PREFERENCE
A. It
is
shall prevail, to
agreed that the principle of the preferential shop be applied in the following manner:
Preference shall be applied in hiring and discharge. Whenever the employer needs additional workers, he shall
first
make
application to the union, specifying the
number and
kind of workers needed. The union shall be given a reasonable time to supply the number of workers required, and if unable, for any reason, to furnish them, the employer shall be at liberty to secure them
in the
In the
open market as best he can. like manner, the principle of preference
shall
be
applied in the case of discharge.
450 Should
it

at
any time become necessary
to reduce the
of employees, the first ones to be dismissed shall are not members of the union.
number be those who
B. The provisions for preference made herein, require that the door of the union be kept open for the reception of non-
union workers. Initiation fee and dues must be maintained at a reasonable rate and any applicant must be admitted who is not an offender against the union and who is eligible for membership under its rules, provided that if any rules be passed that impose unreasonable hardships, or that operate to bar desirable persons, the matter may be brought before the tribunal herein provided for, for such remedy as it may deem
advisable.
WORKING CONDITIONS
A. The full power to discharge and discipline remains with the employer, but it is understood that the power should be exercised with justice and with regard to the reasonable rights of the employees and if any employee feels that he has been unjustly discharged, he may appeal to the tribunal provided for, which shall have the power to review the case, and its
decision shall be binding on the parties.
shall occur
B. There shall be no stoppages of work, and if a stoppage because the person in charge shall have refused to
allow the employees to continue work, he shall be ordered to immediately give work to the employees, or in case the employees have stopped wo*rk, the representatives of the employees shall order the employees to immediately return to
work, and in case they
fail to do so within one hour after being the ordered, employees concerned shall be considered as having left their positions and shall not be entitled to the benefit of
this
agreement.
C. During the slack season, the work shall be divided as nearly as practicable among all employees.
LABOR PROTOCOLS
451
'
VI
ADMINISTRATION
The administration
arbitration
of this
agreement
is
vested in a board of
officials
and a trade board, together with such
and
representatives of the parties hereto as may be found necessary. A. The board of arbitration shall have full and final juris-
matters arising under this agreement and its decision thereupon shall be conclusive. It will concern itself mainly with questions of principle, and the application of this
diction over
all
agreement to new questions as they arise and it shall have the power to review the decisions of the trade board. It shall consist of three members, one of whom shall be chosen by the union, one by the employer and a third shall be the mutual choice of both parties hereto, who shall be the chairman of the
board.
be the duty of the board of arbitration to investigate all matters that are brought before it. B. The trade board is the board for adjusting all complaints and grievances and shall have original jurisdiction over all matters arising under this agreement and the decisions relating thereto and shall consider and dispose of all such matters when
It shall
brought before it subject to rules of practice and procedure to be hereafter established. The board shall consist of not more than eleven members, all of whom, except the chairman, shall be employees of the company. The company and the union shall be equally represented in numbers and it is understood that these members shall be selected in such a manner as to be representative of the
various departments.
the board shall represent the mutual interests of both parties; shall assist in the investigation of
of
The chairman
;
complaints shall endeavor to mediate conflicting interests and in case of disagreement shall cast the deciding vote on all questions before the board. The chairman of the trade board
shall
be the mutual choice of both parties hereto.
452

VII
COMPLAINTS AND GRIEVANCES

feeling himself aggrieved, shall present his in first instance to the shop chairman, who the complaint should take the matter up for adjustment with the shop super-
Any employee
In the event that they are not able to agree, the shall report the matter to the representatives of the union, who in turn may take the matter up with the employers' labor manager. In the event these two are unable to
intendent.
shop chairman
agree on an adjustment of the matter, the matter shall then be presented to the trade board for its decision.
IN WITNESS WHEREOF the parties hereto have caused this to be signed by their respective authorized officers and repreA. D., 1919. sentatives this day of
Dec. 13, 1919.
of
THIS AGREEMENT made and entered into this thirteenth day December, nineteen hundred, by and between Luther C.
White, in behalf of the Clothing Manufacturers' Association of Boston, and Samuel Zorn, Business Manager of the Amalgamated Clothing Workers of Boston, witnesseth THAT THE PRESENT AGREEMENT between the manufacturers
:
and the Amalgamated remains in full force until supplanted by another agreement, which shall incorporate therein the questions covered by the agreement of nineteen hundred and seventeen, and in addition thereto clauses stipulating that in consideration of certain raises made and promised by the
Association to the
Amalgamated of five dollars ($5.00) per to each worker, beginning December 1st, 1919, no further increase shall be demanded or requested collectively or individually i>y the Amalgamated Clothing Workers of Boston
week
until the expiration of the until June 1st, 1920).
coming light-weight season
(or,
AGREED that the Office of the Joint Board of the Amalgamated and the Office of the Employment Manager of the Association shall cooperate in any way possible in the judgment of the said Samuel Zorn and said Luther C. White
IT is ALSO
to prevent unauthorized
and uncalled
for requests of individ-
LABOR PROTOCOLS
uals, sections or
453
shops for raises in pay, inexperienced workers,
excepted. IT is FURTHER
AGREED that immediate
action be taken
by
the parties hereto to choose an impartial chairman for this market, satisfactory to both, and that his name shall be in-
new agreement when drawn and made ready on or before December 23rd, 1919. As TO THE SCHEDULE IT IS FURTHER AGREED that a joint committee of four (4) be appointed by the Association and the
corporated in the
for signature
Amalgamated to investigate wages paid in all shops in Boston, controlled by the Association, and make reports to both the Association and the Amalgamated. IN WITNESS WHEREOF we have hereunto signed our names this thirteenth day of December, nineteen hundred and nineteen.
Protocol Agreement between Cloak, Suit and Skirt Manufacturers' Protective Association and Various Labor Unions
Williston, Sections 1654-1656. Protocol of an agreement entered into this
facturers'
2nd day of
September, 1910, between the Cloak, Suit and Skirt
Manu-
Protective Association, herein called the manuand the following locals of the International Ladies' facturers,
Garment Workers' Union, namely: Cloak Operators' Union No. 1, Cloak and Suit Tailors' No. 9, Amalgamated Ladies' Garment Cutters' Association No. 10, Cloak and Skirt Makers' Union of Brownsville No. 11, New York Reefer Makers' Union No. 17, Skirt Makers' Union No. 23, Cloak and Skirt Pressers' Union No. 35, Buttonhole Makers' Union of New York (Local No. 64), Cloak and Suit Pressers of Brownsville
No.
68, hereinafter called the unions.
Whereas differences have arisen between the manufacturers and their employees who are members of the unions with regard to various matters which have resulted in a strike, and it is now desired by the parties hereto to terminate said strike and to arrive at an understanding with regard to the future relations between the manufacturers and their employees, it is
therefore stipulated as follows
:
454
First.
So far as practicable, and by December 31, 1910, power be installed for the operation of machines, and that no charge for power be made against any of the employees
electric
of the manufacturers.
Second. No charge shall be made against any employee of the manufacturers for material except in the event of the
negligence or wrongful act of the employee resulting in loss or injury to the employer.
Third.
receipts, shall facturers will
uniform deposit system, with uniform deposit be adopted by the manufacturers, and the manu-
adopt rules and regulations for enforcing the prompt return of all deposits to employees entitled thereto. The amount of deposit shall be $1. Fourth. No work shall be given to or taken to employees to be performed at their homes. Fifth. In the future there shall be no time contracts with
individual shop employees,
except foremen, designers, and

will
pattern graders.
Sixth.
The manufacturers
of
discipline
any member
proven guilty employees.

Seventh.
thereof
unfair
discrimination
among
his
Employees
shall not
be required to work during
by the laws of the State of be permitted to work more than six days in each week; those observing Saturday to be permitted to work Sunday in lieu thereof; all week workers to
the ten legal holidays as established
New
York; and no employee
shall
receive
pay
for legal holidays.
The manufacturers will establish a regular weekly and pay day they will pay for labor in cash, and each piece worker will be paid for all work delivered as soon as his work is inspected and approved, which shall be within a reasonable
Eighth.
time.
Ninth. Tenth.
All subcontracting within shops shall be abolished. The following schedule of the standard minimum
of
weekly scale
wages
shall
be observed
Machine
cutters
Regular cutters Canvas cutters

Skirt
cutters.
$25 25
12
21
LABOE PROTOCOLS
Jacket pressers
455
21
18
19
15 13
Underpressers
Skirt pressers Skirt underpressers
Part pressers Reefer pressers Reefer underpressers
18 14
Sample makers Sample skirt makers

Skirt basters
22 22
14
Skirt finishers
10
Buttonhole makers, Class A, a minimum of $1.25 per 100 buttonholes. Class B, a minimum of 80 cents per 100 buttonholes. As to piecework, the price to be paid is to be agreed upon by a committee of the employees in each shop, and their employer. The chairman of said price committee of the employees shall
act as the representative of the employees in their dealings with the employer.
The weekly hours
of labor shall consist of 50 hours in 6
working days, to wit, 9 hours on all days except the sixth day, which shall consist of 5 hours only. Eleventh. No overtime work shall be permitted between
the 15th day of November and the 15th day of January or during the months of June and July, except upon samples. Twelfth. No overtime work shall be permitted on Saturdays
except to workers not working on Saturdays, nor on any day for more than two and one-half hours, nor before 8 A. M. nor
after 8.30 p. M.
Thirteenth.
For overtime work
all
week workers
shall
receive double the usual pay.

of the manufacturers is to mainunion shop" being understood to refer to a shop where union standards as to working conditions, hours of labor and rates of wages as herein stipulated prevail, and where, when hiring help, union men are preferred; it being
Fourteenth.
Each member
"
tain a union shop; a
recognized that, since there are differences in degrees of skill among those employed in the trade, employers shall have freedom of selection as between one union man and another,
456

shall not
and
be confined to any
list,
nor bound to follow any
prescribed order whatever. It is further understood that
all existing agreements and of the employer, including those to present emobligations ployees, shall be respected; the manufacturers, however, de-
clare their belief in the union,
and that all who
desire its benefits
should share in
Fifteenth.
its
burdens.
parties hereby establish a Joint Board of Sanitary Control, to consist of seven members, composed of
The
two nominees of the manufacturers, two nominees of the unions,and three who are to represent the public, the latter to be named by Meyer London, Esq., and Julius Henry Cohen, Esq., and in the event of their inability to agree, by Louis Marshall,
Esq. Said board
conditions, to
is
empowered
to establish standards of sanitary
which the manufacturers and the unions shall be and the manufacturers and the unions obligate committed, themselves to maintain such standards to the best of their ability and to the full extent of their power. Sixteenth. The parties hereby establish a Board of Arbitration to consist of three members, composed of one nominee of the manufacturers, one nominee of the unions, and one representative of the public, the latter to be named by Meyer London, Esq., and Julius Henry Cohen, Esq., and in the event of their inability to agree, by Louis Marshall, Esq.
be submitted any differences hereafter arising between the parties hereto, or between any of the members of the manufacturers and any of the members of the unions, and the decision of sucb Board of Arbitration shall be accepted as final and conclusive between the parties to such
shall
To such board
controversy. Seventeenth.
In the event of any dispute arising between the manufacturers and the unions, or between any members of the manufacturers and any members of the unions, the parties to this Protocol agree that there shall be no strike or lockout
concerning such matters in controversy until full opportunity shall have been given for the submission of such matters to
said
Board
of Arbitration,
and
said
in the
event of a determination
of Arbitration, only in
of said controversies
by
Board
LABOR PROTOCOLS
457
the event of a failure to accede to the determination of said

board.
Eighteenth. The parties hereby establish a Committee on Grievances, consisting of four members composed as follows: Two to be named by the manufacturers and two by the unions.
minor grievances arising in connection with the business relations between the manufacturers and their employees.
said committee shall be submitted all
To
Nineteenth. In the event of any vacancy in the aforesaid boards or in the aforesaid committee, by reason of death, resignation, or disability of any of the members thereof, such vacancy in respect to any appointee by the manufacturers and
unions, respectively, shall be filled by the body originally designating the person with respect to whom such vacancy
In the event that such vacancy shall occur among the representatives of the public on such boards, such vacancy
shall occur.
shall be filled by the remaining members representing the public in the case of the Board of Sanitary Control, and in the case of the Board of Arbitration both parties shall agree on a third arbitrator, and in case of their inability to agree, said
arbitrator shall be selected
by the governor
of the State of
New
York.
LEASES
Lease
of Building for Long Term with Clauses Appropriate for Use in other Leases, Indexed and Annotated.
Williston, Sections 90n., 892, 926n., 1386n., 1940, 1967, 1985.
493n.,
690n.,
'
725n.,
761n.,
890-
1403-1404,
1766, 1812, 1856, 1931,
INDEX
1.
Term and
Rent,
Premises.
2. 3. 4. 5. 6. 7.
8.
Conditional Limitation.
Subordination Clause. Provision against Waiver. 20. Surrender Invalid unless in Writing
18.
19.
Taxes and Water Rents.

Repairs.
21. Notices.
22.
etc.
Covenant
Laws and Ordinances,

Permission to Enter.
Fire
23. Cancellation
24.
Assignment and Subletting.
Quiet Enjoyment. on Sale or Exchange. Payments may be added to and

Collected as Rent.
for
9.
and
Liability Insurance.
25. Deposit as Security
and Liquidated
10. Plate
11. 12. 13.
Glass Insurance.
26.
Surrender on Expiration of Term.
Recovery of Possession on Default. Waiver of Right to Redeem.
27.
Damages. Covenant by Landlord as to Title and Incumbrances. Provision in Event of Condemnation.
14. Fire. 15. Alterations
and
Permission
to
28. Provision
tion.
against
Partial
Evic-
Inspect. 16. Obstructions.

17.
29.
Release of Landlord from Liability

for Negligence.
30.
Covenant to Indemnify. Covenant to Bind Heirs.
AGREEMENT made
after referred to as Landlord,
between
herein-
and
hereinafter
to the
for the
referred to as Tenant.
Term and Premises. The Landlord hereby leases Tenant, and the Tenant hereby hires from the Landlord, from to and including term of
1.
the
premises
Barker
1
v.
Hawk, 189 App. Div.

458
266, 179 N. Y. Supp. 216.
See page G35, for other Contracts affecting Real Property.
LEASES
2.
459
Rent.
The Tenant covenants

payments of $
to
pay the rent

in
of $
in equal
advance on
Williston, Section 1812.
Walton
v. v.
Stafford, 162
N. Y. 558, 57 N. E.
111
92.
Hayes
241.
Rosenblatt,
Misc.
370,
181
N.
Y.
Supp.
Bushe
3.
v.
Wolff, 171 N. Y. Supp. 253.
Conditional Limitation.
The Tenant covenants that
if
the
rent reserved
by
this lease or
when due,
or, if
or, if
the Tenant
any part thereof shall be unpaid shall fail to perform any of the cove-
and agreements herein contained, a petition in bankruptcy shall be filed by or against the Tenant or if the Tenant shall be adjudged bankrupt or insolvent by any Court, or if a receiver or trustee in bankruptcy or
nants, conditions, provisions,
a receiver
of
any property
of the
Tenant
shall
be appointed in
any and
suit or proceeding brought by or against the Tenant, then in each and every such case, the term hereby granted
immediately cease, determine and come to an end, and may recover and resume possession of the demised premises by any legal means.
shall
the Landlord
Lindy Friedman Clothing Co., Inc., 275 Fed. 453; Miller v. Levi, 44 N. Y. 489, L. R. A. 1915, C. 238; Childs v. Burke, 110 Misc. 103, 180 N. Y. Supp. 919; Winter Garden v. Dell's, Inc., 175 N. Y. Supp. 757;
Manhattan
Supp. 7;
Life Ins. Co.,
v.
Gosford, 3 Misc. 509, 23 N. Y.
(See cases cited under Clause 12.)

4.
when due
Taxes and Water Rents. The Tenant covenants to pay all taxes (other than income taxes), assessments,
water rates, meter charges and other charges, extraordinary as well as ordinary, which shall, during the term of this lease be charged, assessed, imposed or grow due or payable upon or on account of said premises or any appurtenances thereof, by virtue of or under any persent or future law or requirement of
any governmental authority; and all charges for water, gas and electricity, light or power, or other service furnished to
460

and
said premises or the occupants thereof during said term;

all fees
and charges
of the
or other public or governmental authority, for construction, maintenance, occupation or use during said term of any vault,
over or under any street or sidewalk adjacent to the said premises, or for the construction, maintenance or use during said term of any part of any building covered
passageway or space
in,
by this lease within the limits of any street. The Tenant agrees on demand to produce and exhibit to the Landlord receipts by proper officials showing said payments. The Tenant may,
however, defer the payment of any tax, assessment or other charge so long as the validity thereof shall be contested by the Tenant in good faith and by appropriate legal proceedings, provided that neither the premises nor the lien of such tax, assessment or other charge be meanwhile advertised for sale because
non-payment, and provided further that the Tenant have furnished to the Landlord the bond of a surety company satisfactory to the Landlord or other security satisfactory to the Landlord, in an amount satisfactory to the Landlord, securing the Landlord against the payment of such tax, assessment or other charge so contested and against any and all loss, damage or penalty whatsoever in anywise arising from the failure of the Tenant to pay the same. If the Tenant shall,
of such
shall
any provision of this lease, fail to pay or dissuch tax, assessment or other charge, the Landlord any charge not be obliged to) pay or discharge the same, shall may (but and the amount paid by the Landlord, with all expenses, interest and penalties connected therewith, shall be repaid by the Tenant on demand; and for all purposes under this lease and in any suit of any kind between the parties hereto any
in violation of
payment of such tax, assessment or other charge signed by any public official authorized to give similar receipts shall be conclusive evidence against the Tenant that the amount of such payment was due and payable and that such tax assessment or other charge was a valid and existing
receipt showing the
lien
on the premises at the time of such payment.

v.
Ward
Union Trust
v.
Co., 224
N. Y.
73,
120 N. E. 81;
Barker
Hawk, 189 App. Div. 266, 179 N. Y. Supp. 216.
LEASES
5.
461
the
Covenant
to
Repair.
The Tenant covenants during
term of this lease to keep in good order and repair, inside and out, all buildings and structures which are now or shall hereafter be constructed on or appurtenant to said premises, and all equipment thereof, including, but not being limited to,
engines, dynamos, boilers, elevators, machinery, pipes, plumbing, wiring, gas and steam and electrical fittings, and all The Tenant agrees from time to other equipment thereof. time to make renewals and replacements of such equipment
all
modern character and efficiency at least equal to the original and sufficient for the same service) so that at all times such buildings, structures and equipment shall be in thorough good order, condition and repair.
(of first-class
Williston, Sections 645n., 1386n., 1967;
May v.
Street
Gillis,
v.
169 N. Y. 330, 62 N. E. 385; Central Brewing Co., 101 App. Div.
3,
91 N. Y.
Supp. 547;
Gregory
v.
Manhattan Briar Pipe
Co., 174
App. Div. 106;
160 N.Y. Supp. 916; City of N. Y. v. McCarthy, 171 App. Div. 561, 157 N. Y. Supp. 711; Elefante v. Pizitz, 182 App. Div. 819, 169 N. Y. Supp. 910, affirmed 230 N. Y. 567, 130 N. E. 896; Allen v. Oscar G. Murray, 189 N. Y. Supp. 201.
6. Covenant to Comply with Laws, Ordinances &c. The Tenant covenants to promptly observe, comply with and execute at the Tenant's cost and expense all present and future laws, rules, requirements, orders, directions, ordinances and regula-
and City of and of the tions of the State of United States of America, and of any and all governmental authorities or agencies, and of all municipal departments, and of the bureaus, boards or officials of the City of Board of Fire Underwriters or any other board or
organization exercising similar functions, concerning said premises, or the vaults, passageways, franchises or privileges appurtenant thereto or connected with the enjoyment thereof,
and
shall, at his
own
expense,
make any and
all
improvements
462
thereon or alterations thereto, structural or otherwise, that may be required at any time hereafter by any such present or future
law, rule, requirement, order, direction, ordinance or regulaIf the Tenant, in violation of the foregoing provisions, tion. shall fail to comply with and execute any such law, rule,
requirement, order, direction, ordinance or regulation, the Landlord may (but shall not be obliged to) comply with the same, and the amount paid by the Landlord in order to so
comply with the same, with
all
expenses, interest
and
penalties
;
connected therewith, shall be repaid by the Tenant on demand and for all purposes under this lease and in any suit of any kind between the parties hereto any receipt showing any payment for any work so done or material so furnished shall be conclusive evidence against the Tenant that the amount of such payment was necessary and reasonable.
Herald Square Realty Co.
v.
Saks, 215 N. Y. 427, 109 N. E.
545; Federal Assets Corporation v. Lucca Restaurant Co., 184 N. Y. Supp. 696, 113 Misc. 48;
Frank
Sidney B. Bowman Automobile Co., 195 App. Div. 377, 186 N. Y. Supp. 402; Davis Bros. Realty Corp. v. Harte, 112 Misc. 473, 183 N. Y. Supp. 173; People ex rel. Penn. R. Co. v. Leo, 112 Misc. 578, 183 N. Y.
v.
Supp. 597;
Cohen
Pross
v. v.
Margolies, 192 App. Div. 217, 182 N. Y. Supp. 442; Excelsior Cleaning & Dyeing Co., 110 Misc. 195,
179 N. Y. Supp. 176; Getty v. Fitch, Cornell
&
Co., 107 Misc. 404, 177 N. Y.
Supp. 691;
Liebman v. Aldhous, 105 Misc. 728, 173 N. Y. Supp. 553; Bubeck v. Farmers Loan & Trust Co., 180 App. Div. 542,
167 N. Y. Supp. 1049; People v. Shevitz, 177 App. Div. 565, 164 N. Y. Supp.
603;
Younger
Campbell, 177 App. Div. 403, 163 N. Y. Supp. 609; Williamsburgh Power Co. v. Shotten, 97 Misc. 716, 162 N. Y. Supp. 239;
v.
LEASES
463
Deutsch v. Robert Hoe Estate, 174 App. Div. 685, 161 N. Y. Supp. 968;
Gregory v. Manhattan Briar Pipe Co., 174 App. Div. 106; 160 N. Y. Supp. 916; Jacobs v. McGuire, 77 Misc. 119, 136 N. Y. Supp. 64; Harder Realty and Constr. Co. v. Lee, 74 Misc. 436, 132 N. Y. Supp. 447; Kalman v. Cox, 46 Misc. 589, 92 N. Y. Supp. 816; Morrissy v. Rhinelander Real Estate Co., 158 App. Div. 533, 143 N. Y. Supp. 826; Warrin v. Haverty, 159 App. Div. 840, 144 N. Y. Supp. 1004; Seymour v. Picus, 9 Misc. 48, 29 N. Y. Supp. 277.
Covenant Against Assignment or Sublease. The Tenant covenants not to assign, transfer, mortgage nor pledge this lease,
7.
thereof, or to sublet the demised premises or any without the prior written consent of the Landpart thereof, lord for every assignment or sublease, and the tenant agrees to deliver to the Landlord, simultaneously with the delivery of such consent, an agreement executed and acknowledged by the assignee assuming this lease, and agreeing to be personally bound by the covenants and conditions herein contained on the part of the Tenant, as if said assignee had been a party hereto, anything to the contrary herein contained notwithstanding, and the Tenant agrees to execute and deliver to the Landlord a duly and properly executed guaranty of the pay-
or
any renewal
and all other payments provided for, and of the performance of all covenants, conditions and agreements contained in this lease by such assignee; it being agreed that the granting, giving or waiving of any one or more of such consents shall not render unnecessary, or be deemed or operate as a
taxes
ment of the rent,
waiver of any subsequent consent or consents.

Williston, Section 411 n.;
Presby
317;
v.
Benjamin, 169 N. Y. 377, 62 N. E. 430, 57 L. R. A.

v.
Boskowitz
Broadway
Cohen, 197 App. Div. 776, 189 N. Y. Supp. 419; 94th Street, Inc., v. C. & L. Lunch Co., 116 Misc. 440, 190 N. Y. Supp. 563;
&
464
78th
52;
St.

Co.
v.
Purssell, 166
App. Div. 684, 152 N. Y. Supp.

S.) 489,
Lynde
v.
Hough, 27 Barb. 415, 11 L. R. A. (N.

805;
;
2B. R. C.
Barrington
v.
Watson, 38 Hun, 535 RePennewell, 119 Fed. 139; Kramer v. Amberg, 53 Hun, 427, 6 N. Y. Supp. 303; Rouiaine v. Simpson, 84 N. Y. Supp. 875; Fischer v. Ginzberg, 191 App. Div. 418, 181 N. Y. Supp. 516; Re Prudential Lithographing Co., 270 Fed. 469; Gazlay v. Williams, 147 Fed. 678, 77 C. C. A. 662, 14 L. R. A. (N. S.) 1199; affirmed, 210 U. S. 41, 28 Sup. Ct. 687, 52 L. Ed. 950; Bemis v. Wilder, 100 Mass. 446.
$
Enter. The Tenant covenants to permit Landlord and its agents months prior to the expiration of the term hereby granted, or any renewal thereof, to place in one or more conspicuous places upon the exterior of the premises signs advertising the premises "For Sale" and "To Let" and also to admit the Landlord at all reasonable hours to visit and examine the premises for any purpose. 9. Fire and Liability Insurance. The Tenant covenants the term of this all lease to during buildings, structures and keep
8.
Permission
to
the
in or appurtenant to the premises, insured against loss or damage by fire to the full amount of the value thereof, and for an amount not less than
equipment belonging to the Landlord,
in good and solvent insurance companies satisfactory to the Landlord, for the benefit of the Landlord, with loss, if any, payable to the Landlord, or to any mortgagee or trustee
,
under any mortgage prior or superior to

lord shall direct.
this lease, as the
Land-
All policies shall contain such provisions as be may required by the Landlord, or by any such mortgagee or trustee under any such mortgage and shall be delivered to and
held
by the Landlord
or in accordance with the Landlord's
During the term of this lease the Tenant covenants to provide and keep in force for the benefit of the Landlord, general liability policies in standard form, protecting the Landdirections.
lord against
any and
all liability
occasioned by accident or
LEASES
disaster,
465
such policies to be written by good and solvent insurance companies satisfactory to the Landlord, in the amount of $ in respect to any one accident or disaster,
any premiums and charges for all of the aforesaid insurance, and if the Tenant shall fail to make any such payment when due, the Landlord may make it and the Tenant agrees to repay the amount thereof to the Landlord on demand. The Tenant shall not violate or permit to be violated any condition of any of said policies, and the Tenant shall so perform and satisfy the .requirements of the
one person. The tenant agrees to pay
all
and
in the
amount
of $
in respect to injuries to
companies writing such policies that at all times companies good standing satisfactory to the Landlord shall be willing to write such insurance.
of
agrees to insure the plate glass in the demised premises for the benefit of the Landlord and to pay the premiums on said insurance as soon as the
10. Plate Glass
Insurance.
The Tenant
same
become due and payable, and the Tenant agrees in payment of said premiums that the Landlord may pay the same and that they shall become part of the rent and be payable and collectible in the same manner
shall
case of the default in
as said rent.
Surrender on Expiration of Term. The Tenant covenants that it will on the last day of the term hereby demised or on the
11.
last
day
of the renewal hereof,
peaceably and quietly
if this lease shall be renewed, and yield up unto the surrender leave,
Landlord the demised premises, including all improvements added to the premises by either of the parties hereto, its successors or assigns, in as good state and condition as reasonable use and wear thereof will permit, damage by fire and other
elements excepted.
Levine
v.
Sidney Rosenstein, 109 Misc. 299, 179 N. Y.
Supp. 669.
12. Recovery of Possession
on Default.
the rent reserved by this lease, or any part thereof, shall be unpaid when due, or the Tenant shall fail to perform any of
that
if
the covenants, conditions, provisions and agreements herein contained or if a petition in bankruptcy shall be filed by or
466
against the Tenant or if the Tenant shall be adjudged insolvent by any Court, or if a trustee in bankruptcy or a receiver of any
property of the Tenant, shall be appointed in any suit or proceeding by or against the Tenant, or if the Tenant shall be dispossessed or if the demised premises shall become vacant or abandoned, the Landlord may recover and resume possession
demised premises by force or otherwise, without being In the event of such resumption of possession under this lease or by summary proceedings or any other means, the Landlord may remove all persons and property from the demised premises and may relet the same as agent for the Tenant. The Landlord shall be entitled to hold the Tenant liable for the difference between the rents and payments that would have been payable during the residue of the original term if this lease had continued in force and the net rent for the residue of the term realized by the Landlord by means of reletting the demised premises to other parties, the Tenant agrees that such net rent shall be determined by deducting from the entire rent received by reason of such reletting, the expense incurred by the Landlord for necessary repairs to the demised premises or by reason of the breach of any of the terms, covenants and conditions of this lease and any and all expenses
of the
liable to prosecution therefor.
incurred in recovering the possession of the premises. The Tenant agrees that said reletting may be for the whole of said
residue of the demised term or for portions thereof from time to time, and may be of the whole premises or of portions thereof,
from time to time, as opportunity may offer and as the Landlord may deem expedient, and in such case, the Tenant shall be liable for such difference from time to time, as the rent would have fallen due if this lease had continued, deducting from the
original of each
the net
payment for a given period, as provided herein, amount realized during the last preceding similar
period of reletting as aforesaid.
Mann
v. Munch Brewery, 225 N. Y. 189, 121 N. E. 746, Rev. 173 App. Div. 746, 160 N. Y. Supp. 314; McCready v. Lindenborn, 172 N. Y. 400, 65 N. E. 208; Michaels v. Fishel, 169 N. Y. 381, 62 N. E. 425; People v. St. Nicholas Bank, 151 N. Y. 592, 45 N. E. 1129;
LEASES
467
144 N. Y. 271, 39 N. E. 393; Gould, 13 N. Y. 127; Darmstadt v. Knickerbocker, 188 App. Div. 129, 176 N. Y. Supp. 588; Stimpson v. Minsker, 177 App. Div. 536, 164 N. Y. Supp. 465; Sockloff v. Burnstein, 177 App. Div. 471, 164 N. Y. Supp. 262 Berg v. Kaiser, 137 App. Div. 1, 122 N. Y. Supp. 85; Wolf v. Rudinsky, 135 App. Div. 172, 119 N. Y. Supp. 1007;
Hall
v.
Re Hevenor,
Cohen
Slater
v.
v.
Carpenter, 128 App. Div. 863, 113 N. Y. Supp. 168; Von Chorus, 120 App. Div. 16, 104 N. Y. Supp.
v.
v.
996;
Anzolone
Harding
Baylies v. Laveites v. Gottlieb, 187 N. Y. Supp. 452, 115 Misc. 118; Rooney v. Flynn, 98 Misc. 610, 163 N. Y. Supp. 200; Ashton v. Ross, 98 Misc. 586, 163 N. Y. Supp. 99;
Friob, 97 Misc. 343, 161 N. Y. Supp. 940; Goldberg, 61 Misc. 634, 114 N. Y. Supp. 413; Slater v. Bonfiglio, 56 Misc. 385, 106 N. Y. Supp. 861; Pannuto v. Foglia, 55 Misc. 244, 105 N. Y. Supp. 495; Crosby v. Jarvis, 46 Misc. 436, 92 N. Y. Supp. 229;
Fleischer
v. v.
Paskusz, 96 App. Div. 188, 89 N. Y. Supp. 203; Austin, 93 App. Div. 564, 87 N. Y. Supp. 887; Ingram, 84 App. Div. 360, 82 N. Y. Supp. 891;
Asher
Landesman
Fleishauer
Hauser, 45 Misc. 603, 91 N. Y. Supp. 6; 44 Misc. 240, 88 N. Y. Supp. 922; Lyons v. Gavin, 43 Misc. 546, 88 N. Y. Supp. 252; McMahon v. Howe, 40 Misc. 659, 82 N. Y. Supp. 984;
v. v.
Bell,
Manhattan Life v. Gosford, 3 Misc. 509, 23 N. Y. Supp. 7. Lamson Consolidated Store Service Co. v. Rowland, 114
Fed. 639.
Weeks
v.
International Trust Co., 125 Fed. 370.

St.
16-18 East 30
Supp. 332.
Realty Corporation
v.
Miller, 191
N. Y.
Redeem. The Tenant waives for under it all right to redeem the persons claiming Sees. 1437 and 1438 of the Civil Practice Act premises (under of the State of New York or under any other present or future law) after a warrant to dispossess shall have been issued or
13.
Waiver of Right
all
to
itself
and
468
after a

judgment
in
an action
of ejectment shall
have been
made
or entered.
Terwilliger v. Browning, N. E. 216.

14. Fire.
fire
King
&
Co., 222 N. Y. 47, 118
The Tenant
agrees that, in case of
damage by
or the elements, the Tenant will give immediate notice thereof in writing to the Landlord, and, if a part only of the said building shall be damaged, but not so as to render the
premises wholly untenentable, the rent shall abate proportionately and the Landlord shall commence within days after notice to repair the same at its own cost and expense, and complete said repairs with due and reasonable diligence; if the
be so extensive as to render the said building wholly untenantable, the rent shall cease from the time the Landlord shall be notified by the Tenant of such damage until the said building is restored to a tenentable condition and; after the said building is restored to a tenantable condition, the rent shall begin again to run and be payable as before the damage; but, in case the said building shall be totally destroyed by fire or the elements, or the damage shall be so great that it will be necessary to rebuild the entire building or erect a new building on the site, the rent shall be apportioned pro rata and paid up to the time of such destruction or damage, and upon such pay-
damage
shall
ment being duly made by the Tenant, this lease shall come to an end. The Tenant hereby expressly waives the provisions of Section 227 of the Real Property Law of the State of New York relating to the destruction of the demised premises by fire or
the elements.
Williston, Sections 944-966.
169 N. Y. 330, 62 N. E. 385; Ittelson, 76 Misc. 228, 134 N. Y. Supp. 572; Weinberg v. Savitzky, 47 Misc. 132, 93 N. Y. Supp. 485; Brunswick v. Wallace, 65 Misc. 27, 119 N. Y. Supp. 287;
May v.
Gillis,
v.
Dazian
Rieser
Eisfeldt
Morganstern, 167 N. Y. Supp. 945; Medlin, 173 N. Y. Supp. 503; Baitzel v. Rhinelander, 179 App. Div. 735, 167 N. Y. Supp. 343;
v. v.
LEASES
469
Rouse, 94 N. Y. 401, 23 L. R. A. 160; v. Padula, 49 App. Div. 135, 63 N. Y. Supp. 68, aff'd, without opinion: 167 N. Y. 611, 60 N. E. 1122; Bacon v. Albany Perforated Wrapping Paper Co., 22 Misc.
v.
Vann
Werner
592, 49 N. Y. Supp. 620;
Copeland
15.
v.
Luttgen, 17 Misc. 604, 40 N. Y. Supp. 653.
not to
Covenants Against Alterations. The Tenant covenants make any alterations, additions or improvements to the
demised premises, without the written consent of the Landlord, and to permit the Landlord and agents at all reasonable times to enter the demised premises or any portion thereof for the purpose of examining the same or of making such repairs, alterations or improvements as the Landlord may see fit voluntarily to make.
v. Pizitz, 182 App. Div. 819, 169 N. Y. Supp. 910; affirmed 230 N. Y., 567, 130 N. E. 896; Baitzel v. Rhinelander, 179 App. Div. 735, 167 N. Y. Supp.
Elefante
343.
16. Covenants Against Obstructions. The Tenant covenants and agrees that it will not incumber or obstruct or permit to be incumbered or obstructed the sidewalk in front of the demised premises, and that it will keep the said sidewalk in good repair, and free from snow and ice. 17. Release from Liability for Negligence. The Tenant cove-
nants that the Landlord shall not be liable for any damage or injury by water which may be sustained by the Tenant, its
agents or employees, or for any damage or injury resulting from negligence, or from the breakage, leakage or obstruction of
pipes,
and the Tenant agrees to hold the Landlord harmless from any and all damage in respect to the matters provided for
in this lease.
18.
Subordination Clause.
is
that this
lease
and
shall
be at
to the lien of
the Landlord or
ises shall
demised premmake covering said premises, and to any and all

of the
any any subsequent owner
times, subject and subordinate in lien mortgage or mortgages now existing or which
all
470
advances made or to be made thereunder, and to the interest thereon. The Tenant covenants to execute, acknowledge and deliver, upon request, all documents demanded by the Landlord to subordinate this lease to any mortgage.
Bushe
v.
Wolff, 171 N. Y. Supp. 253.
19. Provision
Against Waiver.
to insist
upon
strict
The failure of the Landlord performance of any of the covenants or
conditions of this lease or to exercise any option herein conferred in any one or more instances, shall not be construed as a waiver
or relinquishment for the future of any such covenants, conditions or options, but the same shall be and remain in full force
and
effect.
Williston, Section 689;
Fidelity Trust Co.
Chalker, 1 Conn. 79; Westmoreland, &c. Gas Co. v. DeWitt, 130 Pa. St. 235, 254; 18 Atl. 724;
v.
Douglas Chalker
v.
v. Kohn, 27 Pa. Super. Ct. 374; 53 Minn. 204, 54 N. W. 1112; Herms,
Dumpor's Case, 4 Co. 119b; v. Simpson, 84 N. Y. Supp. 875; Thayer v. Meeker, 86 111. 470.
Rouiaine
20. Surrender Invalid unless Written.
that no surrender of the premises or of the remainder of the term herein, shall be valid unless accepted by the Landlord in
writing.
Williston, Section 690n.
Vahjen, 143 App. Div. 479, 127 N. Y. Supp. 1038; Levitt v. Zindler, 136 App. Div. 695, 121 N. Y. Supp. 483; Goldsmith v. Schrolder, 93 App. Div. 206; 87 N. Y. Supp.
v.
Schmidt
558.
Krumdieck
Crane
v.
v. Ebbs, 84 N. Y. Supp. 525; Edwards, 80 App. Div. 333, 80 N. Y. Supp. 747.
21. Notices. Notices, demands and communications hereunder to the Tenant or to the Landlord shall be validly and
LEASES
sufficiently served, given or
471
made
with postage prepaid, and

to the
if
if mailed by registered mail, intended for the Tenant addressed
Tenant at
or
if
intended for the LandEither
lord addressed to the Landlord at
notice in writing, a new address, to which any such notice, demand or communication shall thereafter be so addressed and mailed.
party
may
designate,
by
22. Covenant for Quiet Enjoyment. The Landlord covenants that the Tenant on paying the rent reserved and performing
the covenants and agreements aforesaid shall, at all times during the term, peaceably and quietly have, hold and enjoy the said demised premises.
Fifth
Avenue Building Co. 117N.E. 579;

v.
v.
Kernochan, 221 N. Y. 370,
Baitzel
Rhinelander, 179 App. Div. 735, 167 N. Y. Supp.
343;
v. Schulte, 160 App. Div. 236, 144 N. Y. Supp. 1028; Affirmed, 213 N. Y. 675, 107 N. E. 1081; Title Guarantee & Trust Co. v. Twenty-first St. & Fifth Av.
Meyer
Corp., 110 Misc. Rep. 126, 180 N. Y. Supp. 358;
Paddell
Rainier
v.
v.
Janes, 90 Misc. 146, 152 N. Y. Supp. 948; Smith, 65 Misc. 560, 120 N. Y. Supp. 993.
on Sale or Exchange. The Landlord or any subsequent owner of the premises upon making a contract for the sale or exchange of the demised premises shall have the
23. Cancellation
right to terminate
and end
this lease,
and the term hereby
the right and interest of the Tenant under it by serving a notice to that effect upon the Tenant personally or by mailing the same addressed to the Tenant at the demised
granted, and
all
premises and upon the expiration of or mailing of said notice, the term created
by
after the delivery this lease and the
tenancy hereunder, and all of the tenant's rights to the possession or occupancy of the demised premises shall cease, expire and come to an end. The Tenant covenants to execute, acknowledge and deliver a surrender of this lease within
days after the service or mailing of said notice and upon delivering said surrender of lease and vacating the demised
472

if
premises shall be entitled to a payment of $ Tenant has performed all the covenants of this lease.
Scheele
v.
the
Waldman, 136 App. Div. 679, 121 N. Y. Supp.
486;
Douglaston Realty Co. v. Hess, 124 App. Div. 508, 108 N. Y. Supp. 1036; Broadway John Street Corporation v. Huyler, 115 Misc. 621, 189 N.Y. Supp. 223; Madison Ave. Realty Co. v. Martin, 114 Misc. 315, 187 N. Y. Supp. 318; Childs Co. v. Burke, 110 Misc. 103, 180 N. Y. Supp. 919; Bruder v. Crafts, 79 Misc. 88, 139 N. Y. Supp. 307; Krim v. Varvori, 97 Misc. 407, 161 N. Y. Supp. 229; Griffin v. Barton, 22 Misc. 228, 49 N. Y. Supp. 1021 Hyman v. Federal Doll Co., 185 N. Y. Supp. 678; Miller v. Levi, 44 N. Y. 489; Lusonray v. McCastline, 192 App. Div. 156, 182 N. Y.
;
Supp. 425; Stoddard v. Winter, 179 N. Y. Supp. 741; Reeder v. Sayre, 70 N. Y. 180, 26 Am. Rep. 567; Butler & Herman v. Meth, 122 N. Y. Supp. 271.
24.
Payments and Damages as Rent.
that in case the Landlord, by reason of the failure of the Tenant to perform any of the covenants, agreements, or conditions herein contained, shall be compelled to pay or shall pay any
sum
be compelled to do or shall do any act which requires the payment of money, then the sum or sums so paid or required to be paid, together with all interests, costs and damages, shall be added to the instalment of rent, next becoming due or to any subsequent instalment of rent and shall be collectible as additional rent in the same manner and with the same remedies as if it had been originally reserved.
of
money, or
shall
Williston, Section 790;
Cuyler Realty Co. v. Teneo Co., Inc., 196 App. Div. 440, 188 N.Y. Supp. 340; Knepper v. Rothbaum, 104 Misc. 554, 172 N. Y. Supp. 109.
LEASES
473
25. Deposit as Security and Liquidated Damages. The Tenant covenants upon the execution and delivery of this lease to deas security for the posit with the Landlord $
payment
for the
of the rent reserved
by
this lease
and
also as security
performance by the Tenant of the covenants, conditions and agreements of this lease, and also for any damage which the Landlord may sustain by reason of any act of the Tenant.
agrees that if the Tenant vacates or surrenders the premises or is dispossessed or if the Tenant violates any of the covenants, conditions and agreements of this lease, then and in that event, the sum of $ deposited as security,
,
The Tenant
with interest thereon, shall be retained by the Landlord as
and stipulated damages. The parties agree that shall be liquidated damages because they cannot ascertain the exact amount of the damage which the Landlord may sustain in the event of any breach of any of the covenants of this lease. The Tenant covenants that in case the Landlord shall sell or exchange the demised premises during the term of
liquidated said $
Landlord may pay the deposit made under the terms of this lease to any subsequent owner, and in that event, the lessee agrees to release the Landlord from all liathis lease that the
bility for the return of said deposit
and
to hold the subsequent
owner
liable for the
same.
in this clause shall in
Nothing contained
any way diminish
or be construed to waive
and the deposit of $ any rent due or to become due hereunder.

Williston, Sections 777n.
v.
any of the Landlord's other remedies, shall in no event be applicable to
and 790; Misc. 105 52, 172 N. Y. Supp. 517; Sudbrink, Ridley Silverman v. Hill, 169 N. Y. Supp. 409 (not reported officially)
;
Markman
522;
v.
451-455
Grand
Street,
168
N. Y.
Supp.
Stimpson
465;
v.
Minsker, 177 App. Div. 536, 164 N. Y. Supp.
v. George G. Graham Co., 95 Misc. 608, 159 N. Y. Supp. 709; Blumberg v. Corday, 160 N. Y. Supp. 613;
Crausman
474
Fleischer
v. Friob 97 Misc. 343, 161 N. Y. Supp. 940, affirmed 177 App. Div. 921; Feinsot v. Burstein, 82 Misc. 429, 143 N. Y. Supp. 1040, 78 Misc. 259, 138 N. Y. Supp. 185; affirmed 213 N. Y. 703;
108 N. E. 1093;
Slater
v.
v.
Bonfiglio, 56 Misc. 385, 106 Supp. 861

Stein, 39 Misc. 349, 79
Lesser
N. Y. Supp. 849;
Ascher Simon Realty Co. v. Goldberg, 61 Misc. 634, 114 N. Y. Supp. 413; Seletzsky v. James, 69 Misc. 612, 126 N. Y. Supp. 82; D'Appuzo v. Albright, 76 N. Y. Supp. 654; Adler v. Kramer, 39 Misc. 642, 80 N. Y. Supp. 624; Horowitz v. Eidelheit, 151 N. Y. Supp. 283; Franceschini v. Chaucer, 110 N. Y. Supp. 775; Feyer v. Reiss, 154 App. Div. 272, 138 N. Y. Supp. 964; Mann v. Munich Brewery, 225 N. Y. 189, 121 N. E. 746; reversing, 173 App. Div. 746, 160 N. Y. Supp. 314; McCready v. Lindenborn, 172 N. Y. 400, 65 N. E. 208; Michaels v. Fishel, 169 N. Y. 381, 62 N. E. 425; People v. St. Nicholas Bank, 151 N. Y. 592, 45 N. E. 1129,
69 L. R. A. 154;
Hevenor, 144 N. Y. 271, 39 N. E. 393; Hall Gould, 13 N. Y. 127; Darmstadt v. Knickerbocker, 188 App. Div. 129, 176 N. Y. Supp. 588; Seidlitz v. Auerbach, 230 N. Y. 167, 129 N. E. 461; Sockloff v. Burstein, 177 App. Div. 471, 164 N. Y. Supp. 262; Ashton v. Ross, 98 Misc. 586, 163 N. Y. Supp. 99; Rooney v. Flynn, 98 Misc. 610, 163 N. Y. Supp. 200; Halpern v. Manhattan, 173 App. Div. 610, 160 N. Y. Supp. 616; affirmed, 220 N. Y. 655, 115 N. E. 718; Butler v. Stellman, 93 Misc. 151, 157 N. Y. Supp. 22; Tepper v. Minsker, 93 Misc. 36, 156 N. Y. Supp. 667; Berg v. Kaiser, 137 App. Div. 1, 122 N. Y. Supp. 85; Wolf v. Rudinsky, 135 App. Div. 172, 119 N. Y. Supp. 1007; Simon v. Schmitt, 118 N. Y. Supp. 326; Pannuto v. Foglia, 55 Misc. 244, 105 N. Y. Supp. 495; Slater v. Van Chorus, 120 App. Div. 16, 104 N. Y. Supp. 996; Crosby v. Jarvis, 46 Misc. 436, 92 N. Y. Supp. 229;
Matter
v.
of
LEASES
475
Landesman
Anzolone
203;
v.
Hauser, 45 Misc. 603, 91 N. Y. Supp. 6; Paskusz, 96 App. Div. 188, 89 N. Y. Supp.

v.
Gavin, 43 Misc. 659, 88 N. Y. Supp. 252; v. Howe, 40 Misc. 546, 82 N. Y. Supp. 984; Lewis v. Stafford, 24 Misc. 717, 53 N. Y. Supp. 801; Baldwin v. Thibaudeau, 17 N. Y. Supp. 532.
Lyons
v.
McMahon
26. Covenant by Landlord as to Title and Encumbrances. The Landlord covenants that it has good title to the demised free and clear premises and that the same shall be on
of all liens, encumbrances, violations and leases except except that if there be any lien other than those referred to herein or any violation existing against the demised premises,
the Landlord agrees to remove, discharge and cancel the same. 27. Provision in Event of Condemnation. In the event that the demised premises, or any part thereof, are taken in condemnation proceedings or by any right of eminent domain the entire award shall be made to the Landlord without deduction therefrom for any estate hereby vested in the Tenant and the Tenant shall receive no part of any such award. The Tenant hereby expressly assigns to the Landlord any and all such awards, together with any and all rights of the Tenant now or hereafter arising, in and to the same or any part thereof. If only a portion of the leased premises be so taken, the Landlord shall do such work as to make a complete architectural unit of the remainder of the building on the demised premises and the rental herein reserved from and after the date from which the award made to the Landlord shall commence to draw interest, shall be reduced by an amount equal to six per cent, of an amount determined by subtracting from the amount of such award the expense actually incurred by the Landlord in doing the work last above described. No such taking shall operate as or be deemed an eviction of the Tenant or in any way ter-
minate, diminish, suspend, abate or impair the obligation of the Tenant to pay full rental or his obligation to fully observe and perform all covenants on his part herein contained, or any
other obligation of the Tenant herein reserved for the benefit of the Landlord, except as in this paragraph above provided.
476
If
fifty per cent, of the ground area of the leased be so taken the term and estate hereby granted shall premises
more than
at the election of the

interest shall
Tenant cease and expire on the date when commence to accrue on such award provided that
the Tenant shall at least thirty days before the confirmation of such award give written notice to the Landlord of such election.
28. Provision against Partial Eviction. temporary revocation or modification of
No
any
permanent or
licence, permit,
privilege or right to occupy or use or maintain any vault, passageway or structure in, over or under any street or side-
walk, nor any permanent or temporary deprivation of any right, privilege or easement appurtenant to the premises, shall
way
operate as or be deemed an eviction of the Tenant or in any terminate, diminish, suspend, abate or impair the obligation of the Tenant to pay full rental or his obligation to fully
observe and perform all covenants on his part herein contained, or any other obligation of the Tenant herein reserved for the benefit of the Landlord.
Fifth
Avenue Building Co. 117N.E. 579.
v.
Kernochan, 221 N. Y. 370
nify
The Tenant covenants to indemand save harmless the Landlord against any and all claims arising from the conduct or management of or from any work
29. Covenant to Indemnify.
or thing whatsoever done in or about the demised premises or any building or structure thereon or the equipment thereof
during said term, or arising during said term from any condition of any street or sidewalk adjoining said premises or of any vaults, passageways or spaces therein or appurtenant thereto,
or arising from any act or negligence of the Tenant or any of its agents, contractors or employees, or arising from any accident,
damage whatsoever, however caused, to any person or to the property of any person, persons, corporation or persons, or corporations, occurring during said term on, in or about the
injury or
upon or under the sidewalks in front thereof, and from and against all costs, counsel fees, expenses and liabilities incurred in or about any such claim or any action or proceeding brought thereon; and in case any action or proceeding be brought against the Landlord by reason of any such claim,
leased premises or
LEASES
477
the Tenant, on notice from the Landlord, shall resist or defend such action or proceeding, by counsel satisfactory to the Landlord.
It is agreed that the proto Bind Heirs, etc. covenants and conditions of this lease shall bind and enure to the benefit of the legal representatives, heirs, succes30.
Covenant
visions,
the parties and to grantees of the Landlord, excepting that no assignment by or through the Tenant in violation of the provisions of this lease shall vest any rights in
sors, assigns of
the assignee.
Williston, Section 430; Real Property Law of State of
New York, Sec. 223 Rennard, 116 Misc. 352, 190 N. Y. Supp. 371. Lindenberg v. Rowland, 187 N. Y. Supp. 917; 115 Misc. 244; Childs Co. v. Burke, 110 Misc. 103, 180 N. Y. Supp. 919; Douglaston Realty Co. v. Hess, 124 App. Div. 508, 108 N. Y. Supp. 1036; Adler v. Lowenstein, 52 Misc. 556, 102 N. Y. Supp. 492; New York Mutual Life Ins. Co. v. Armstrong, 117 U. S. 591, 597; 29 L. E. 997, 6S. C. 877;
;
Garelik
v.
Warnecke
Griswold
v.
Lembea, 71
111.
911;
Sawyer, 125 N. Y. 411, 26 N. E. 464; Sulz v. Mutual Reserve Fund, 145 N. Y. 563, 40 N. E. 242. Stoddard v. Winter, 179 N. Y. Supp. 741 Walker v. Bradley, 89 Misc. 516, 153 N. Y. Supp. 686; Lewis v. Bellinger, 115 Misc. 221, 187 N. Y. Supp. 563.
v.
;
Lease Providing for Erection
of Building
by Landlord.
,
AGREEMENT made
hereinafter
called
between
"
and
,
the

1.
and "Landlord, "Tenant" WITNESSETH:

for
The Landlord
and
in consideration of the rents,
covenants, conditions, provisions and agreements hereinafter mentioned, reserved and contained on the part and behalf of the Tenant to be paid, kept and performed, has granted and
demised and the said Tenant has hired the premises bounded
and described as follows: To have and to hold the above mentioned and described
478
premises, with the appurtenances, unto the tenant for and during and until the full end and term of years from the date of the completion of the building to be erected by the
Landlord.
2. The Landlord agrees that he will erect upon the premises in accordance above described a story with the plans and specifications prepared by Architect. Said plans and specifications have been agreed upon between the parties hereto simultaneously with the execution of this lease, and that said building shall be erected under the direction of the said architect, whose decision in writing upon any matter relating to the erection of such building shall be final. Said building shall be erected according to law and shall be completed as soon as possible, delay caused by strikes or lockouts or other causes not under the control of the Land,
The architect shall upon the substantial excepted. completion of said building certify that fact in writing, which
lord
certificate shall
under
its
this lease.
be binding, final and conclusive for all purposes The Landlord shall erect the said building at
shall at all times
own
cost
and expense, and said building
belong to the Landlord.
The Tenant agrees to pay the yearly rent of annual money of the United States of America, in in of first the to be made payments advance, payment the of the and immediately upon completion building every month thereafter in advance. 4. If the rent reserved or any part thereof shall be unpaid on any day of payment whereon the same ought to be paid as aforesaid, or if default shall be made in any of the covenants,
3.
,
lawful
conditions, provisions or agreements herein contained on the part and behalf of the said tenant to be kept, performed, observed or fulfilled, then and in each and every such case the
term hereby demised shall cease, determine and come to an end, and from thenceforth it shall and may be lawful for the Landlord to recover and resume possession of the said demised premises and every part thereof, and to remove all persons therefrom, and the same to have again, repossess and enjoy as in its first and former estate, anything herein contained to the
contrary thereof in any wise notwithstanding.
LEASES
479
5. The Tenant covenants to pay to the Landlord yearly and every year during the said term hereby granted, the rent reserved, on the days and in the manner prescribed as afore-
any deduction, or delay, according to the true intent and meaning of this lease. 6. The Tenant further covenants and agrees that it will, at its own proper cost and charges, bear, pay and discharge, within thirty (30) days after the same shall become a lien against the demised premises, any and all water rents or charges, whether regular or by meter, or both, which shall be
said for the
payment
thereof, without
imposed, assessed or charged upon or against the demised premises or any part thereof, by any authority or law, present or future, whatsoever, and will, within twenty (20) days after such payment, deliver to the Landlord the receipt showing
such payment, and, in the event of the Tenant failing to pay the same, it shall and may be lawful for the Landlord, without notice or demand, to pay the amount of any such water charge, with any expense attending the same, and the amount so paid shall immediately be due and payable to the Landlord by the
Tenant as additional
within the meaning of
rent,
all
and
shall
be collectible as rent
the terms, covenants, conditions and

it will,
agreements of this
7.
lease.
at
its
The Tenant covenants that own expense, make and do
all
throughout said term repairs of all kinds, both
and outside (except repairs made necessary by fire, or by damage by the elements rendering the building untenantable as a whole or any substantial part thereof) to the demised premises, including the roof thereof, and keep the same in (food order and repair, and observe and be responsible for, and bear
inside
all
expenses of complying with
all orders,
regulations and requirements
of
all
ordinances, rules, Municipal, State and
Federal authorities relative to the demised premises or any

part thereof.
8.
it will
not, at
any time or
times, hereafter, during the continuance of the term hereby demised, assign, transfer or make over the whole of the premises hereby granted or its present lease, or any renewal thereof, or
any
term or time therein or sublet the same without the consent of the Landlord in writing, for that purpose first had
of its
480

for
and obtained
every assignment and there shall be delivered
to the Landlord, simultaneously with the delivery of such; instrument of consent, an agreement duly executed by the
assignee assuming this lease, and agreeing to be personally bound by the covenants and conditions herein contained on the
part of the Tenant, as if said assignee had been a party hereto, anything to the contrary herein contained notwithstanding,
and there
shall
be further delivered to the Landlord a due and
properly executed guaranty, of the payment of the rent, and water rents provided for, and of the performance of the other covenants, conditions and agreements contained in this lease by such assignee; it being agreed that such consent on the part
of the Landlord shall not be unreasonably withheld and that the granting, giving or waiving any one or more of such consents
shall not render unnecessary, or be deemed or operate as a waiver of, any subsequent consent or consents. 9. The Tenant covenants to permit the Landlord, six
months
prior to the expiration of the term hereby granted, or renewal thereof, to put in one or more conspicuous places any upon the exterior of said leased premises, the usual "For Sale" and "To Let" notices, and that the same shall remain thereon, and that applicants to lease or purchase will be
admitted at
premises.
10.
all
reasonable hours to visit and examine said
The Tenant
sum of
loss
agrees to procure policy of insurance in the indemnifying the Landlord for damages against
on account of bodily injuries accidentally suffered or alleged to have been suffered, by any person or persons not employed by the assured, while in or about the demised premises, which policy shall be of the form commonly used for this purpose and be delivered to the Landlord who shall retain said policy; and the Tenant agrees to renew the said policy from time to time at its own expense during the term hereby demised, so that the Landlord will always have a valid liability policy outstanding and in his possession, and upon default by the Tenant in furnishing said policy or paying the premiums therefor, the Landlord may cause said policy to be issued for account of the Tenant and pay said premiums and add the amount so paid to the rent next to become due.
LEASES
it shall and will on the term hereby demised or on the last day of renewal hereof, if this lease shall be renewed, peaceably quietly leave, surrender and yield up unto the Landlord demised premises, including all improvements added to
481
last
11.
day
of the
the
and
the the
premises by either of the parties hereto, its successors or assigns, in as good state and condition as reasonable use and
will permit, damage by fire and the other elements In case the Tenant shall put up any fixtures, excepted. plumbing, machinery, appliances or apparatus of any kind in said premises which shall be fastened to the walls, floors,
wear thereof
ceilings or
shall
woodwork or any part of the building, the Tenant have the right to remove the same, provided that any
injury caused said walls, floors, ceilings, woodwork or building by such removal shall be repaired by the Tenant.
12. The Tenant further covenants and agrees that if the Tenant shall be dispossessed, or if the said demised premises become vacant or abandoned, the Landlord or its agents may recover and resume possession of the said demised premises by force or otherwise and the same have again and repossess and
enjoy, without being liable for prosecution therefor, and, in the event of such resumption of possession or otherwise under this lease or by reason of summary proceedings, the Landlord may
remove all persons and property from the demised premises and may relet the same as agent for the Tenant, and the Landlord shall be entitled to hold the said Tenant liable for the difference between the rents and payments that would have been payable during the residue of the original term if this lease had continued in force and the net rent for such residue realized by the Landlord by means of reletting the demised premises to other parties, it being understood and agreed
between the parties hereto that such net rent shall be determined by deducting from the entire rent received by reason of such reletting, first, the expense incurred by the Landlord in recovering possession of the said demised premises and reletting the same,
and second, any
costs or expenses incurred
by
the Landlord for necessary repairs to the demised premises or by reason of the breach of any of the terms, covenants and conditions of this lease, and it being further understood and
482
agreed that such reletting may be for the whole of said residue of the demised term or for portions thereof from time to time,
whole premises or of portions thereof, from time to time, as opportunity may offer and as the Landlord may deem expedient, and, in such case, the Tenant shall be liable for such difference from time to time, as the rent would have fallen due if this lease had continued, deducting from the original of each payment for a given period, as provided herein,
and may be
of the
the net amount realized during the last preceding similar And the Tenant does further period of reletting as aforesaid.
waive for itself and all persons claiming under it all right to redeem the premises (under Sees. 1437 and 1438 of the Civil Practice Act of the State of New York, or otherwise) after a warrant to dispossess shall have been issued or after a judgment in an action of ejectment shall have been made or entered, unless such right shall be exercised within thirty days after the warrant or judgment respectively shall have been issued or
entered, respectively.
13. It is agreed that, in case of damage by fire or the elements, the Tenant shall give immmediate notice thereof in writing to the Landlord, and, if a part only of the said building
be damaged, but not so as to render the premises wholly untenantable, the rent shall abate proportionately and the Landlord shall commence within fifteen (15) days after notice to
shall
same at its own cost and expense, and complete said with due and reasonable diligence; if the damage shall repairs be so extensive as to render the said building wholly untenantable, the rent shall cease from the time the Landlord shall be notified by the Tenant of such damage until the said building is restored to a tenantable condition and after the said building is restored to a tenantable condition, the rent shall begin again to run and be payable as before the damage; but, in case the said building shall be totally destroyed by fire or the elements, or the damage shall be so great that it will be necessary to rebuild the entire building or erect a new building on the site, the rent shall be apportioned pro rata and paid up to the time of such destruction or damage, and upon such payment being duly made by the Tenant, this lease shall come to an end. The Tenant hereby expressly waives the provisions of Section 227
repair the
LEASES
of the
483
Real Property Law relating to the destruction of the demised premises by fire or the elements. 14. The Tenant covenants and agrees that it will not make any alterations, additions or improvements in the demised premises, without written consent of the Landlord, and that
the said Landlord, its agents and other representatives shall and may have the right at all reasonable hours to enter into or upon the demised premises or any portion thereof for the purpose of examining the same or of making such repairs or alterations therein as the Landlord
may
see
fit
voluntarily to
make
for the safety or preservation thereof.

15. The Tenant covenants and agrees that it will not incumber or obstruct or permit to be incumbered or obstructed the sidewalk in front of the demised premises, and that it will keep the said sidewalk in good repair, and free from snow and
ice.
agreed that the Landlord shall not be liable for any damage or injury by water which may be sustained by the
16.
It
is
agents or employees, or for any damage or injury from the negligence or improper conduct of the resulting or from the breakage, leakage or obstruction of the Tenant, Croton water or soil pipes or for other leakage in the demised premises or any part thereof and the Tenant agrees to hold the Landlord harmless from any and all costs and damage in re-
Tenant,
its
spect to the matters provided for in this clause. 17. It is agreed that the Tenant may bring into
dynamos, electric wires and other electrical about the premises as are or may be usual or suitable in the conduct of a garage, provided that the Tenant shall obtain written authority from the Fire Underwriters, the Fire Department or any other body, official or otherwise, whose consent may be necessary to continue the validity of the policies of fire insurance that may be placed on said premises based on its use as a garage, and shall present evidence of such written authority to the Landlord if and when requested by him. 18. The Tenant covenants and agrees that this lease shall be at all times, during said entire term, subject and subordinate
in lien to the lien of
and use such apparatus in and
a total of
any mortgage or mortgages not to exceed which the Landlord or any subse-
484
quent owner of the demised premises shall make covering said premises, and to any and all advances to be made thereunder,
to the interest thereon, and the said Tenant further agrees for itself, its successors and assigns, to execute, acknowledge and deliver, upon demand, all such agreements on its part as
and
be necessary to carry out the intention of this provision. The failure of the Landlord to insist upon strict performance of any of the covenants or conditions of this lease or to exercise any option herein conferred in any one or more instances, shall not be construed as a waiver or relinquishment for the future of any such covenants, conditions or options, but the same shall be and remain in full force and effect. 20. It is agreed that no surrender of the premises or of the remainder of the term herein, shall be valid unless accepted by the Landlord in writing.
shall
19.
21.
All notices to the
Tenant or the Landlord herein pro-
vided for shall be served either personally or by mailing the same addressed to the Landlord or Tenant, respectively, at
their last
22.
known place of residence. The Landlord hereby covenants that the Tenant on
paying the rent above reserved and performing the covenants and agreements aforesaid on its part, shall and may, at all times during the term aforesaid, peaceably and quietly have, hold and enjoy the said demised premises. 23. It is agreed that the provisions, covenants and conditions hereof shall bind and enure to the benefit of, the respective parties hereto and their successors and assigns. 24. It is agreed that the Tenant shall have the option to renew this lease for a period of ten (10) years upon the same
terms except as to rental, which shall be agreed upon between the parties and if they are unable to agree, to be determined by arbitrators, one to be selected by each party, and if they cannot agree to be fixed by a third arbitrator selected by the two. If
the Tenant intends to exercise this option, it will give written notice to this effect at least nine months prior to the expiration
of the original
term of the
lease.
Long-time Lease with Provision for Erection of Building by Tenant and Index to Clauses
INDEX
1.
17.
18.
Tax
receipts
lessors
Contesting taxes
2.
3. 4.
5.
Covenant Rent Gold coin
of title
19.
Payment by
20. Lessors' liens
Demands
(for
payments)
21. Involuntary transfer 22. Assignment

23.
Existing buildings
Accepting rent
6.
7.
New
building
Security
24. Pledge or 25. Signs
mortgage
8. 9.
Subsequent buildings
Liens
26. Inspection 27. Joint signatures 28. Suits

.
10. Use, repair 11.
and occupation
.
Destruction (no termination) 12. Insurance

13. 14.
29. Repossession
Payment
of
premiums
Destruction (and replacement)
Termination and notice Remedies cumulative 32. Extension of term

30.
31.
15.
16.
Damages
Taxes
33. Parties
THIS INDENTURE made

between
"
Landlord," and
'
;
"Tenant
WITNESSETH.
That the Landlord for and in consideration of the rents and of the agreements, stipulations and covenants herein given, expressed and contained on the part and behalf of the Tenant to be paid, kept, performed and fulfilled, have granted, demised and leased and by these presents do grant, demise and lease unto the Lessee the premises known and described as follows, to-wit situated in
hereinafter reserved
,
:
To HAVE AND TO HOLD the said premises, with the appurtenances thereunto belonging, unto the Tenant for and during and ending the term of years, commencing on unless said term shall be sooner terminated or there,
after extended, as herein provided, the Tenant yielding paying rent therefor as hereinafter set forth.
1.
and
Covenant of
Title.
The Landlord covenants and

485
agrees
486
with the Tenant, that at the time of the ensealing and delivery
of this Indenture, the "Tenant" is seized of the said demised premises as of a good, sure, perfect, absolute and indefeasible estate of interitance in the law in fee simple,
agrees and covenants to pay to the as they may from time to time designate in writing, the following rent, to-wit: The Tenant further agrees and covenants to pay the said
2.
Rent.
The Tenant
Landlord at
rent in equal
day
3.
of
portions in advance on the in each of the said years.
first
(1st)
Gold Coin.
pay
all of said rent,
The Tenant further agrees and covenants to as the same shall become due, in gold coin
United States of America of the present standard of weight and fineness or its equivalent in standard gold coin of the United States of America at the time of payments. It is
of the
agreed that the acceptance of anything else in payment of any instalment or instalments of such rent, shall not be construed
or considered to be a waiver on the part of the Landlord of the right to demand payment of any other unpaid instalment or
instalments of such rent in standard gold coin of the United States of America, as hereinabove specified.
Demands. It is agreed that it shall not be necessary for the Landlord to demand said rent or any other payment or payments of money required to be made under the terms of this Indenture, but the Tenant shall pay each and every instalment of the rent and other payments as the same shall become due to or to any bank, trust company or other place in said City as may be designated from time to
4.
,
time in writing by the Landlord.

5. Existing Buildings. The Tenant acknowledges that it has examined and knows the present condition of said demised premises and the building now thereon and that no representations as to the said demised premises or as to the condition or
repair thereof were made by the Landlord or anyone on their behalf prior to the execution of this Indenture. If, prior to any of the buildings or improvements
,
now on said demised premises shall be condemned and removed,

or destroyed by fire or other casualty, in whole or in part, whether insured or not, this Indenture and the obligation of
LEASES
487
modified or changed.
the Landlord and the Tenant hereunder shall not be affected, Prior to the Tenant, at its
,
own
expense,
may
insure
difference in
amount
said buildings for the between the insurance carried thereon by

its interest in
if
the Landlord and the insurable value of said buildings. The Tenant agrees and covenants, however, that
are
there
any building
,
it
or buildings on said demised premises on will keep the same in as good condition as they
then shall be, ordinary wear and tear excepted, until the Tenant begins the erection and construction of the new fireproof building herein mentioned.
6. New Building. The Tenant further agrees and covenants that within the time hereinafter stipulated it will at its own cost, risk and expense, remove the building or buildings,
and improvements that may then be on said demised premises, which buildings and improvements are hereby granted to it upon such removal, and will build, construct, shall cost complete, fully equip and finish a not less than and shall be of the actual value of further, that such building shall be completed and and when comready for occupancy on or before from all or shall be free mechanics' other pleted liens; and that the Tenant furnish to the further, shall, upon demand, Landlord full and satisfactory evidence in writing of the actual cost of said building and of the payment therefor, and that said building is free and clear of all mechanics' and other liens and from liability thereto arising from the construction
fixtures
,
or equipment of said building.
Provided, that in case the
Landlord shall be delayed in delivering possession of said demised premises to the Tenant until after then the time on or before which the Tenant is obligated as hereinbefore completed and ready for provided to erect a shall be correspondingly extended, it occupancy, being the intention of the parties that the Lessee shall have a
,
period of
possession of the
years after obtaining full and complete demised premises within which to complete
for
and fully equip the mentioned and provided

shall
and
building hereinbefore further, in case the Landlord
be delayed in delivering possession of said demised
'488

,
the Tenant shall premises to the Tenant until after not be obligated to pay rent during such period of delay. The Tenant further agrees and covenants to 7. Security. furnish and deliver to the Landlord at the time of the execution
bond with sufficient and satisfactory surety or sureties, to be approved by said Landlord, running to said Landlord, in the sum of Fifty Thousand Dollars ($50,000), conditioned that the Tenant will build, construct and fully
of this Indenture a
equip the new fire-proof building herein provided for on said demised premises in the manner and in all respects as required by the terms of this Indenture, and will fully pay for the same; said bond shall remain in full force and effect until the
and final completion of said new fire-proof building by the Tenant and until the same shall have been fully paid for and be free and clear of any and all mechanic's, labor and material men's liens, as herein provided; and said bond shall
erection
further provide that, in case of default of the Tenant, said sum shall be paid to the Landlord, his legal repreof
,
sentatives
assigns, as liquidated and ascertained damages, and not as a penalty or a penal sum or hi the nature thereof. Upon full performance of the conditions of said bond as herein
and
provided, the Landlord upon demand release and surrender such bond.
by the Lessee
shall
8. Subsequent Buildings. The Tenant agrees and covenants that the new fire-proof building when erected on said demised
premises, as herein provided, and any building or buildings thereafter at any time thereon shall not be removed or torn
down
in
whole or in part unless the Tenant shall
first
agree
in writing to replace or restore said building or buildings with one of equal or greater value and of the same or of better
quality and construction than the said new fire-proof building hereinbefore described, and the Lessee at the same time and
before beginning such building operations will furnish and deliver to the Landlord a good and sufficient bond or other
security satisfactory to the Landlord, upon the same general terms and conditions as the bond hereinbefore described, in
an amount not less than The Tenant further covenants and agrees that said new building and any building or buildings thereafter built upon
LEASES
said demised premises shall be constructed compliance with the laws of the State of
489
and maintained in and the fire,

,
building and health ordinances and rules of the City of or the municipality having jurisdiction thereof, and shall be
under the inspection and subject to the lawful requirements of the Building Department of such municipality, or other officer authorized by law to inspect or make rules covering the erection and inspection of buildings. The Tenant hereby expressly assumes full responsibility for all damages and injury which may result to any person or
built
persons or to adjoining property by reason of the excavation for, and the erection, construction and maintenance of said building or buildings, and agrees and covenants to hold the
Landlord harmless from any such claim or claims. It is agreed that should the Tenant be delayed in any of the building operations provided for by this Indenture by any fire, strike, riot, war, insurrection, by the act of' God, or by any other cause beyond the control of the Tenant, the time for the completion of said building shall be extended by the length of such delay, anything herein to the contrary notwithstanding; provided, however, that written notice of such delay and the cause and circumstance thereof shall be delivered to the Landlord within days after the commencement of such delay, otherwise no allowance or extension of time shall be claimed or granted because of such delay. The Tenant agrees and covenants that in the event of the
abandonment or non-completion of any building or improvements upon said demised premises untertaken by it, or in the event of its failure to complete and finish the same conformably
to all the requirements of this Indenture, then the Landlord shall have the option, but without any obligation so to do and
without prejudice to any other rights in consequence of such default, may complete or finish such building or improvements at the expense and cost of the Tenant and as nearly as practicable and proper according to plans and specifications then being worked under, provided that the same shall be accessible to the Landlord and to those whom they may employ. Nothing herein shall prevent the Tenant in good faith from contesting in the courts the claim or claims of any person or
490
persons growing out of the erection of such building or buildings and the postponement of such payment until such contest shall be decided shall not be a violation of this Indenture,
provided, however, that, if such claim or claims so contested and thus sought to be postponed, shall exceed in the aggregate then the Tenant, before seeking to contest and
,
postpone such claims,
shall furnish to the
Landlord a
satis-
factory bond or other security conditioned upon the payment of such disputed claim or claims, if their validity be finally established; such bond or security shall be given in addition
to
the
one herein provided for on the

in this
ensealing of this
Indenture.
Nothing contained
Indenture shall be taken or con-
strued to authorize the Tenant to do any act or make any contract so as to encumber in any manner the title of the Lessors
to the land hereby demised or to create any claim or lien upon the interests of said Lessors in said building, it being expressly agreed and covenanted that all the expenses and costs of the
erection, equipping, repairing, improving and altering of the said building or buildings by the Tenant shall be promptly
paid by the Tenant, as required by the terms of

therefor.
9. Liens.
its
contract
The Tenant agrees and convenants that it will contract or agreement for the construction, alteration or repairing of any building or other improvements upon said
make no
demised premises, which shall call for the payment of more in amount, for the purchase of material to be than used or for work and labor to be performed in and about the repair to be made or construction of any building to be erected on the premises in this Indenture, unless such contract or agreement be in writing, and contain an express waiver on the part of such contractor of any and all claim for mechanic's or material men's liens against the demised premises or improvements, including those to be made and erected thereon under
,
the terms of this Indenture.

10.
and covenants that
Use, Repair and Occupation. The Lessee further agrees it will at its own expense keep and maintain
such new fire-proof building and every building, fixture and improvement which may at any time be situated on said
LEASES
491'
demised premises during the term of this Indenture, and all appurtenances thereunto belonging or appertaining thereto,
including all fire escapes, sidewalks, steps, areas, vaults and all excavations in, under or upon said demised premises (in so far
as the Tenant or anyone claiming or holding under or through it, or any occupant of said demised premises may have control
good and substantial repair, and in a clean and sanitary condition, and will always keep and maintain, as well as use and occupy, said demised premises and every buildof same), in
ing or improvement at any time thereon, during said term, as well as the sidewalks and streets in front of and around such
building and premises, in conformity to and in compliance with all the orders, ordinances, rules and regulations of all
Federal, State and City authorities having jurisdiction there of, and Statutes and laws of the State and of the United States and of any lawful authority applicable to or affecting the same, and not for any purpose calculating or tending to injure
the reputation thereof or of the neighboring property, or for
immoral purposes; and the Tenant agrees and covenants that it will not use, commit, permit or suffer any violation of such ordinances, rules, regulations, Statutes or laws, and will protect, indemnify and forever save and keep harmless the Landlord from and against any penalty, fine, damage, expense or charge
imposed, assessed or incurred for any violation or breach of any such ordinance, regulation, rules, Statutes or laws occasioned by the act, neglect or omission of the Tenant or by any oc-
cupant of said demised premises, and will also protect and indemnify and forever save and keep harmless the Landlord from and against any loss, cost, damage and expense, includreasonable attorney and counsel fees, occasioned by or arising out of any breach or default in the performance and
ing
all
observance of any provisions, conditions, covenants and stipulations of this Indenture, or occasioned by or arising out of any accident, wrong or other occurrence causing or inflicting injury or damage to any person whomsoever, or whatsoever, happening or done in or upon or about said demised premises,
or due directly or indirectly to the construction, tenancy, use, occupation or intrusion on or about said premises, or in front or around thereof, or
upon the sidewalks or
streets adjoining
492
the same, by the Tenant or any person or persons occupying, holding or claiming by, through or under it.
11. Destruction.
damage
The parties agree and covenant that to or destruction of any building or buildings on said
demised premises, at any time, by fire or any other casualty whatsoever, shall not work a termination of this Indenture or authorize the Lessee or those claiming by, through or under it, to quit or surrender possession of said demised premises or any part thereof, and shall not release the Lessee in any way from its liability to pay the Landlord the rent hereinbefore provided for, or from any of the agreements, covenants or conditions of this Indenture. In the event of loss, destruction or damage to the new building to be erected as hereinafter provided, or to any building or buildings thereafter erected upon said demised premises, the Tenant agrees and covenants to rebuild or restore a like building of equal strength, value and quality to the one destroyed, injured or damaged, as often as such destruction, loss or damage may occur, commencing such rebuilding or
restoring
within
and completing the same within
thereafter respectively or as much sooner as it reasonably can do, and will pay therefor as herein provided so that said premises and the building thereon shall always be free and
clear
from mechanics' and other
liens,
as herein provided.
agrees and covenants that from and until it commences to build and after the new fire-proof building on said demised premises, as herein required, it will at all times, at its own expense, keep any building or improvements situated thereon on insured against loss or damage by fire, lightning or tornado, for not less than the amount for which said buildings or im12. Insurance.
,
The tenant
provements shall be assessed for the purposes of taxation for if the year insurable for such amount, which said insurance shall be placed hi solvent, incorporated in,
surance companies, reasonably approved by the Landlord, each company being then licensed to do business in the State The tenant agrees and covenants that, after of
it
fire-proof building or buildings, as herein provided, it will at all times, at its own expense, keep the building or buildings, whether partially or
shall
have commenced to build the new
LEASES
493
wholly constructed, situated on said demised premises, insured against loss or damage by fire, lightning, tornado and boiler or other explosions (if boiler or boilers are used in said
building or buildings) for not less than per centum of the actual value thereof, exclusive of the value of
all stone,
concrete and brick foundations below grade and
all
underground piping and
piling, in solvent, incorporated in-
surance companies, reasonably approved by the Lessors, each company being licensed to do business in the State of
Each and every of such policy or policies of insurance on any of the buildings or improvements at any time situated on said demised premises shall provide that the loss, if any, shall
be paid to as Trustee, in trust for the Landlord and the Tenant as their respective interests may appear; and all such policies shall be deposited with the Land,
lord.
The Landlord
reserves, the right to
change the Trustee
upon giving written notice to the Tenant. Such successor, however, at all times shall be an incorporated trust company
in
,
unless the Landlord
and the Tenant
shall in writing otherwise agree.
The Tenant agrees and covenants that such policies of insurance shall provide that the same shall not be invalidated by any act or neglect by said Tenant or of any other person
without the knowledge and consent of the Landlord, provided such provision can be procured. Such policies of insurance shall be held by the Landlord as additional security for the
performance by the Tenant of all the agreements, stipulations and covenants of this indenture. The Tenant agrees and covenants that it will not do or permit to be done in, to or about the said demised premises, any act or thing which will invalidate any insurance upon or about, or in any manner pertaining to said building or buildings
now
the
Tenant
located thereon or hereafter erected thereon; and, further, will not permit any building or improvemensts at
any time
surable.
1 3.
to be put, kept or maintained on said premises in such condition or so occupied that the same will not be in-
Payment of Premiums. The Tenant agrees and covenants

Landlord with receipted
bills
to furnish the
or other evidence
494
showing the payment of premiums on all policies on the building or buildings at any time on said demised premises. Provided always that if the Tenant shall neglect to insure or keep insured the building or buildings on said demised premises, as herein required, the Landlord may without notice to the Tenant renew or procure such insurance; and the premuims paid therefor, together with interest thereon at the rate of per centum per annum from the date of thereof payment by the Landlord, shall be and become due and payable to the Landlord as so much additional rent at the next rent date after such payment; the Landlord shall give immediate notice to the Tenant that they have renewed or procured such insurance and the amount of the premiums they have paid therefor. The Tenant agrees and covenants that 14- Destruction.
within
to
days after any
fire,
injury or casualty happening
any
of the building or buildings, or
any part
thereof, in
said demised premises, it will have plans and specifications prepared by an architect or architects of well known and rep-
utable
the restoring or rebuilding of such building or buildings in such manner as herein specified, together with an estimate of the cost thereof. If the estimated
standing
for
cost thereof shall exceed the
amount
of insurance
money
re-
ceived or to be received
by
the Trustee under the provisions
and expenses of collecting and disbursing such insurance money, then and before the said Trustee shall be called upon to pay out any of such insurance
of this Indenture, less the cost
money, the Tenant
shall provide other funds to pay for such restoring or rebuilding until the balance remaining to be paid for such restoring or rebuilding upon such plans and specifi-
cations shall approximately equal the insurance money in the hands of the said Trustee, which shall thereupon pay
out any such insurance time to time upon the

architects of well
money
so
received
of
by
it
from
or
certificates
said
architect
or reputable standing for the necessuch cost of rebuilding or restoring. completing sary In the event that the estimated cost of such restoring or
rebuilding under such plans and specifications shall not exmoney received or to be received by the
known
ceed such insurance
LEASES
said Trustee,
less
495
the cost and expenses of collecting and disbursing the same, then such insurance money as may be received by said Trustee shall be paid out by the said Trustee
from time to time upon the

architects of well
certificates of
known and reputable
an architect or standing, and upon
the completion of the rebuilding or restoring of such building or buildings free from and discharged from all liens of mechanics
hands
or material men, any insurance money then remaining in the of the said Trustee shall be paid to the Tenant. It is agreed that neither the Landlord nor said Trustee shall
be responsible for the collection or non-collection of any surance money in any event. The Lessors shall not be
inre-
sponsible for any insurance money which shall come into the hands of the said Trust Company. The Landlord shall not
be obliged to have any such insurance money invested or placed at interest, but any interest or income received thereon may be applied, used or paid as part of the principal thereof,
as herein specified.
Provided always, that if the building or buildings at any time situated on said demised premises shall not be rebuilt or restored in the manner and within the time in this Indenture specified, then and in such case, all insurance money received or recoverable on said policies of Insurance (less such sums as shall have been paid out by said Trustee on
15.
Damages.
architect's certificates as herein provided) shall belong to and be paid to the Landlord as liquidated and agreed damages
by reason of the failure of the Tenant so to rebuild or restore such building or buildings. The Tenant further agrees and covenants that if this Indenture is forfeited for any reason then all such policies of
Insurance and
all
such insurance
money due
or to
become due
at the time of said forfeiture, shall belong to the Landlord, free and clear of any claim or interest thereon or thereto on
the part of the Tenant or anyone claiming through or under it, but nothing herein contained shall be construed as in any
manner
releasing the Tenant from its obligation to restore or construct the building or buildings as herein provided, nor as a waiver by the Landlord's rights to insist upon the full
performance by the Tenant of the terms, conditions and
496

its
covenants in this Indenture contained or on

performed.
16.
part to be
to
Taxes.
all
The Tenant
water
agrees
and covenants
discharge
rates, taxes, assessments, levies
pay and and other
ordinary and extraordinary, of whatever name, nature and kind, which are or may be during said term levied, assessed, imposed and charged upon the land or the premises hereby demised and leased, or upon the
charges, general
and
special,
building and improvements now thereon or hereafter to be built or made thereon, and all which may be levied, assessed, imposed or charged upon the leasehold estate hereby created
and upon the reversionary estate in said premises during said term hereby granted. If at any time during the term of this Indenture, the present method of taxation or assessment shall
be changed so that the whole or any part of the taxes, assessments, levies or charges now levied, assessed and imposed on the said real estate and improvements thereon, shall be transferred to the rentals received from the said real estate,
the Tenant agrees and covenants to pay such taxes and assessments, whether levied on said real estate in whole or in
part, or against said rentals in whole or in part, and if levied partly on said real estate and partly on the rentals, to pay such
proportionate share of taxes and assessments levied and assessed on such rentals as shall proportionately relieve the taxes and assessments on said real estate, it being the intention of all parties hereto that the Landlord shall receive the rents reserved herein without deduction of taxes, assessments,
and improvements thereon, but that the Tenant shall not be obligated to pay full taxes and assessments on the said real estate and improvements and also on the said rentals. 17. Tax Receipts. The Tenant agrees and covenants to obtain tax receipts of all taxes and assessments above described, paid by it on said demised premises; such taxes and assessments may be paid in the name of the Tenant; and the Tenant agrees and covenants to deliver said receipts to the
levies or charges in respect of the real estate
Landlord within five (5) days after the said last day allowed by law for the payment of such taxes and assessments.
18. Contesting
Taxes.
If,
however, the Tenant, in good
LEASES
faith, shall desire to contest
497
the validity or
amount
of
any
assessment or water rate herein agreed to be paid the Tenant shall notify the Landlord in writing of the by it, intention to contest said tax, levy, assessment or water rate,
tax, levy,
and at the same time

or
shall deposit
with
Trust
Company
any other
tax, levy, assessment or water rate about to be contested; such deposit shall be held by said Trust Company as security for the payment of such tax, levy, assessment or water rate in the event that the Tenant shall fail to pay such water rate, tax, levy or assessment after a final determination finding such tax, levy, assessment or water rate valid;
by law to amount of such
authorized company in the City of execute trusts, an amount of money equal to the
trust
provided that said Trust
Tenant
of the
payment
in writing shall of the said tax or assessment so contested to
Company upon demand by the deposit said money in court as a tender
be held there pending the final termination of any such contest; and further provided that if the tax, levy, assessment or water rate so contested shall be declared invalid by such final determination, and not a lien, charge or imposition upon the said demised premises or any part thereof, then said deposit shall be refunded to the Tenant. 19. Payment by Lessors. The Landlord, except as hereinafter provided, shall have the right at all times during the term of this Indenture to
pay any water
rates, taxes, assessments or
other charges levied or imposed on said demised premises and the reversionary interest therein remaining unpaid after the same have become due and payable, and to pay, cancel and
clear of all water rates, taxes, assessments, tax sales, liens, charges, impositions and claims upon or against said demised premises or any part thereof or the reversionary interest therein, or to redeem said premises from the same or any of
to time, and the amount paid, including the reasonable expenses of the Lessors, shall be so much additional
them from time
rent due from the Lessee at the next rent date after
any such
per payment, with interest thereon at the rate of annum from the date of payment thereof by the Landlord until the repayment thereof by the Tenant. It is agreed that, if the Landlord exercise the option to advance or pay any such
498
rates, taxes, assessments, impositions or other charges, or pay, cancel or clear of any tax sales, tax deed, liens, charges, impositions or claims upon or against said demised premises or
water
the reversionary interest thereof, it shall not be obligatory upon them to inquire into the validity of any such water rate, tax,
assessment, imposition, levy or other charge, or of any such tax sale, lien or deed, unless the Lessee shall have given the notice and made the deposit provided for in the paragraph next preceding. 20. Landlord's Liens.
The Tenant
agrees and covenants
that the whole
amount
of the rent reserved
and hereby agreed
to be paid by it and each and every instalment thereof, and the amount of all the water rates, taxes, assessments, levies and other impositions, insurance premiums to be discharged and
and which may be paid by the Landlord under the provisions of this Indenture and all costs, attorneys' fees and expenses which may be incurred by the Landlord in enforcing the provisions of this Indenture, or on account of any delinquency of the Tenant in observing any of the conditions, covenants and stipulations of this Indenture, shall be and they are hereby declared and agreed to be a valid and first lien upon the building or buildings, fixtures, machinery and other improvements which may at any time be situated or located upon the said demised premises and upon the interest of the Tenant in the premises hereby demised. It is agreed, and notice is hereby given and accepted, that no transfer, assignment, sublease,
paid by
it
mortgage, judgment, mechanic's or other lien, by or against the Tenant or its interest in the said demised premises, shall in any degree or manner affect the right, title, interest or remedies of the Landlord in or against the said demised premises and in the building or buildings at any time situated thereon, with the
fixtures
and improvements
thereof.
Involuntary Transfer. The Tenant agrees and covenants not to permit any transfer by operation of law of the interest in said demised premises acquired through this Indenture, or any other involuntary alienation of the same, prior to the
21
.
completion and payment of said new building as herein provided, and will not permit its interest in this Indenture to become incumbered (excepting by way of mortgage or
erection,
LEASES
499
deed of trust in the nature of a mortgage in the manner and under the conditions herein expressly provided)
.
22. Assignment. The Tenant further agrees and covenants that it will not assign this Indenture or its interest therein,
unless without the previous, express, written consent thereto

of the Landlord.
(A)
At the time
of such assignment the building then stand-
ing upon and good condition, order and repair, and shall otherwise conform to the requirements and covenants in respect thereof in
said demised premises shall be in a safe, tenantable
Indenture contained; (B) At such time the Tenant shall not be in arrears of rent, nor in default in the performance or observance of any of the
this
covenants, provisions or conditions of this Indenture

(C)
be made to a reputable and or financially responsible person persons; or to a body corpoand in rate, legally, properly good faith organized, existing and or of doing business under the laws of the State of some State of the United States of America or under Federal Law, duly authorized and licensed to do business in the State of duly authorized and empowered to assume this
shall
,
The assignment
Indenture, and all the provisions, obligations and conditions hereof, solvent and having a capital stock fully paid in and
wholly unimpaired of not less than Dollars; (D) The assignee or the purchaser, including the purchaser at a foreclosure sale of a mortgage or trust deed as herein provided, at the time of the assignment, shall properly make, execute, deliver and acknowledge a valid and binding deed,
directly enforcible by the Tenant, wherein such assignee or purchaser shall assume and agree personally to pay all the rent
and expressly assume and agree to perform, keep, observe and be bound by all the covenants, provisions and conditions of this Indenture, including these; Such deed, or a properly executed duplicate thereof, (E) acknowledged in the same manner as other deeds of real estate, shall immediately upon its execution and acknowledgment be filed for record in the office of or
herein reserved
,
other proper office established for such purpose; and, (F) Either the original or such duplicate together with a
500
written statement of the assignee's or purchaser's residence and place of business, (giving street and number, if the street be
numbered) shall be delivered to the Landlord; Such (G) assignment shall be made to effect and carry out an absolute sale in good faith of said leasehold estate or interest to the intended assignee, in which case only shall such assignment in any event be permitted. All of said provisions and conditions, (lettered as aforesaid, A to G, both inclusive) shall be conditions precedent to any right on the part of the Tenant to assign. The conditions of this provision shall be continuing conditions, and shall apply to every successive assignment under this Indenture; and the noninsistence upon or waiver of them, or any of them, in any one case shall not be taken to be a waiver in any other case, nor shall consent given in any one case be held to extend to any subsequent case. If the said new fire-proof building shall have been built, completed and paid for as provided by this Indenture, and if at any time or times any such assignment shall be made by the Tenant conformable to all the provisions and conditions under which any such assignment, as aforesaid, is permitted, and if all of such conditions precedent to the right of the Tenant to assign shall have been performed and observed, then and from thenceforth the Tenant so assigning shall be released from all liability thereafter arising or accruing under this Indenture, but under no circumstances shall the Tenant be Otherwise released, nor shall the acceptance of rent from any assignee or purchaser in any case operate or be taken to work or effect such release. Every assignee shall be subject to and be bound by all the provisions and conditions of this article with respect
arid
named
any future or further assignment, as well as to all the other provisions, agreements, obligations and conditions of this
to
Indenture.
23. Accepting Rent. The Tenant further covenants and agrees that if it shall make any assignment of this Indenture in
any way or manner not authorized by the terms hereof, the acceptance by the Landlord of any rent from any person claiming as assignee, sub-lessee, or otherwise, shall not be construed as a recognition of any such assignment or sub-lease or as a waiver of the rights of the Landlord hereunder to collect any
LEASES
501
rent from the Tenant, it being expressly understood that the Landlord may at any time accept rent and money due upon
Indenture from anyone offering to pay the same without thereby acknowledging the person or persons so paying as the tenant or tenants in place of the Tenant, or without thereby recognizing the claim under which such person or persons shall
this
offer to
pay
said rent or other
money, and without thereby
releasing the Tenant from the obligations and covenants in this Indenture.
It is agreed that whenever the 24. Pledge or Mortgage. Tenant shall not be in arrears of rent nor in default in the
performance or observance of any of the covenants, provisions or conditions of this Indenture, it may mortgage (or convey by deed of trust in the nature of a mortgage), its estate or its
interest to secure a
bona
fide loan or loans of
money then
actually made, or then actually about to be made to the Tenant, or to extend or renew the same provided, however, always, that no mortgagee or trustee, nor anyone who claims
;
by, through or under such mortgage or deed of trust in the nature of a mortgage shall by virtue of such mortgage or deed
of trust acquire any greater or more extended rights than the Tenant has under this Indenture, and, provided further, that any such mortgage or deed of trust and the rights and interest of the mortgagee or trustee, and of all persons who claim by, or through or under such mortgage or deed of trust, shall be in every respect subject, subservient and subordinate to all the
conditions, provisions, stipulations, requirements, covenants and obligations of this Indenture, and the rights, powers and
Landlord thereunder, as well as in respect of or building improvements from time to time upon said any or otherwise; and provided further, that no person premises
privileges of the
acquiring title to the leasehold estate or interest, or any part thereof, created by, under or through this Indenture, shall assign or transfer the same otherwise than as under the condi-
and mode herein expressly permitted to the Tenant. The Tenant agrees and covenants that, excepting as aforesaid
tions
and under the conditions

purpose aforesaid,
it will
and excepting for the not mortgage or encumber this Indenaforesaid,
ture, or its interest acquired thereunder.
502
The Landlord agrees that if the leasehold estate hereby demised shall be conveyed by mortgage or deed of trust by the Tenant as herein provided, and if the Landlord shall be notified in writing of such conveyance and of the name and address of the mortgagee or trustee therein, then notice of the default in the performance of the covenants in this Indenture contained,
of the
same kind and
in the
same manner and
for the
same
length of time as are hereby required to be given to the Tenant, shall also be given to such mortgagee or trustee.
25. Signs.
It
is
agreed that the Landlord
may
within six
(6) months next preceding the expiration of the term of this indenture place signs upon the walls, doors or windows of the building or buildings upon said demised premises, advertising
that the said premises are for rent or for sale, which said notice or notices shall remain thereon without hindrance or
molestation.
26. Inspection.
The Tenant agrees and covenants that the
Landlord or agents at all reasonable times and during all reasonable hours shall have free access to said demised premi-
and through any building or structure that may at any time be thereon, or any part thereof, for the purpose of examining or inspecting the conditions of the same or of exercising any right or power reserved to the Landlord under the terms and provisions of this Indenture.
ses,
27. Joint Signatures. The parties agree and covenant that the joint signature of the Landlord and the Tenant shall be required in all cases to any petition, contest or other instrument
in writing
whereby any person or corporation may directly or indirectly acquire the right to use or occupy any portion of the street or streets upon which said demised premises abut; that whenever any law now or hereafter in force requires the consent or petition of the owner of said demised premises for any purpose whatsoever, the joint signatures of the Landlord and the Tenant shall be necessary; and the Tenant hereby expressly agrees and covenants that it will not in any case sign any such
petition, consent or other instrument in writing requiring the joint signatures of the Landlord and Tenant for the purposes
above mentioned, unless such petition, consent or other instrument in writing shall first be signed by the Landlord.
last
LEASES
503
28. Suits. The Tenant agrees and covenants that in case at any time any action at law or in equity or other proceeding shall be begun against the Tenant or against said premises to secure or recover possession thereof, or in any wise affecting
the
title
the Tenant
thereto or the interests of the Landlord therein, then upon notice or knowledge of said action, injunction
or other proceeding, will forthwith give written notice thereof to the Landlord.
Landlord without default, be made parties to any litigation commenced by or against the Tenant, then it will pay all costs and
agrees
in case the
shall,
The Tenant
and covenants that
reasonable attorneys' fees incurred by or imposed on the Landlord by or in connection with such litigation; and, further, that the Tenant will also pay all costs and reasonable attorneys'
be incurred or paid by the Landlord in enforcagreements and stipulations of this ing any all such costs and attorneys' fees when paid by and Indenture, at once a first and valid lien upon shall become the Landlord
fees
which
may
of the covenants,
the buildings and improvements on said demised premises and upon the leasehold estate hereby created, and shall be so much
additional rent due on the next day when rent is due and payable after such payment or payments, together with
interest at
payment and
reserved.
shall
per centum per annum from the day of be collected as other rent specifically herein
agrees
it,
if
The Tenant made by default signs, in the payment of the

29. Repossession.
and covenants that

successors
shall
be
its
or
as-
rent
herein
such
default
shall
continue
for
reserved, and days after notice
thereof in writing to the Tenant, its successors or assigns, or if default other than in the payment of said rent shall be
made
of
in the agreements, stipulations and covenants, or any them herein contained to be kept, observed, performed or fulfilled by the Tenant, its successors and assigns, and said
default shall continue for
days after notice thereof
in writing to the Tenant, its successors or assigns, then and in either or any such event, it may and shall be lawful for the
Landlord
at
ing or postponing
any time thereafter, without, however, waivany right against the Tenant or the right to
504
enforce any
bond or other security given for the faithful performance of the covenants and agreements herein contained, to enter into or upon the said demised premises, repossess, expel the Tenant or anyone holding under it, its successors and assigns, and remove their effects forcibly, if
necesssary, without prejudice to any rights or remedies whether by statute or common law which might otherwise be used,
for recovering arrears in rent or for breach of any term, covenant or condition of this Indenture, and such entry, repos-
session or such expulsion or removal, whether by direct act of the aforesaid Landlord or through the medium of legal pro-
ceeding for that purpose instituted, shall not terminate this Indenture nor release the Tenant from any liability for the
payment
of any rent stipulated to be paid by this Indenture or the performance or fulfillment of any other condition or covenant provided herein, whether before or after such entry,
repossession, expulsion or removal by the Landlord, and in case of such entry by the said Landlord they may lease or
relet the said premises in
whole or in part, or the buildings

to
any tenant or tenants that may be satisfactory to them, and for such term or terms and at such rent or rentals, terms and conditions as the Landlord may deem best, and the acceptance of any tenant or the
and improvements thereon,
making
of
any such
lease
by the Landlord
shall
of the proper discretion so vested in the Landlord. of such re-entry, the Landlord shall use and apply
all
be conclusive In case
of
any and them as follows: by (A) To the payment of the cost, maintenance and operation the demised premises and the buildings and improvements
rents so received
thereon,
including a reasonable compensation to the said Landlord and agents, attorneys or servants, for services in such management:
(B)
payment of all taxation rates, assessments, and other charges or expenses herein covenanted impositions to be paid by the Tenant; (C) To the payment on account of the aforesaid instalment of rent covenanted to be paid by the Tenant from time to
time as such rent accrues, with interest at the rate of per centum per annum from the time the same becomes due.
To
the
LEASES
505
And
pay
to
in such event,
the Tenant covenants and agrees to

difference
the
Landlord on
between the current rent herein stipulated to be paid, with interest at the rate of per centum per annum from the first (1st) day of such and the net amount of rent received by the Landlord during such
for said premises to apply as aforesaid to the stalment of rent covenanted to be paid by the Tenant.
in-
The Landlord, shall not be under any obligation to enter into possession of said demised premises during said time and
the foregoing provisions regarding the possession and management of said building and improvements and the disposition of rents thereof by the Landlord is made to operate only in the event that the said Landlord shall elect to enter
always and this Indenture is made on the express condition that if default shall be made by the Tenant, its successors or assigns, in the
into possession of the same as aforesaid. Provided 30. Termination and Notice.
payment
of the rent herein reserved, as aforesaid,
and such
default shall continue for

in writing to the
days
after notice thereof
Tenant,
its
other than in the
payment agreements, stipulations and covenants,
successors or assigns, or if default of said rent shall be made in the

or
any
of
them
herein contained to be kept, observed, performed or fulfilled by the Tenant, its successors and assigns, and said default
shall continue for
days after notice thereof in writing
to the Tenant, its successors or assigns, then and in either or any such event, it may be lawful for the Landlord, to declare
the said term ended, and to recover the possession of the said
demised premises or any part thereof, and to expel and rethe Tenant and each and every person or persons in or the said demised premises or any part thereof, whether upon with or without process of law, using such force as may be
move
necessary in so doing, and again to recover the possession of the said demised premises and enjoy the same as of their first and
former estate.
the forfeiture of said
all compensation whatever for term or the possession of said demised premises by the Landlord in the event of the forfeiture of this
The Tenant hereby waives
506

;
Indenture for any of the causes aforesaid and agrees that any
notice that the Landlord
is required at any may with or the serve reference to the time to give Tenant, upon foregoing covenants or any other one in this Indenture, may be sent by registered mail, postage prepaid, to the Tenant at
desire or
have been last fursuch address in the United States as shall X nished in writing by the Landlord to the Tenant, or such notice may be conspicuously posted for ten (10) consecutive
days at the main entrance to, or in front of, the premises demised by this Indenture, and the giving of such notice in either way above specified shall constitute a good, sufficient
and lawful notice for the purpose of declaring a forfeiture of this Indenture and of all the rights of the Tenant hereunder.
Provided always, so long as the special statutory remedy
now provided by
shall
Section
of
the
Statutes
remain in force in said State, then, the rights of the Landlord to recover the possession said demised premises upon termination of this Indenture as aforesaid shall be in accordance therewith, except, however, that the Tenant hereby expressly waives the provisions and benefits of said statute, entitling a Tenant to remain in possession of demised premises and to receive the rents, issues and profits therefrom during
the period of redemption provided for by said Statute. It is agreed that the various 31. Remedies Cumulative.
rights
and remedies herein contained and reserved
to the
Landlord shall not be considered as exclusive of any other right or remedy but the same shall be construed as cumulative and
be in addition to -every other remedy now or hereafter existing at law, in equity or by statute; further, every power or remedy reserved by this Indenture to the Landlord may be exercised from time to time and as often as occasion may arise
shall
or as they
may deem
expedient.
No
delay or omission of the
Landlord to exercise any right or power arising from any omission, neglect or default of the Tenant shall impair any such right or power or shall be construed as a waiver of any such default or an acquiescence therein. No waiver of the breach of any of the covenants in this Indenture shall be construed or held to be a waiver of any other breach or waiver
or acquiescence in or consent to
any further or succeeding
LEASES
507
In case the Landlord shall breach of the same covenant. have proceeded to enforce any right under this Indenture, by entry, suit or otherwise, and such proceeding shall have been discontinued or abandoned because of a waiver, settlement or for any other reason, or shall have been determined adversely to the Landlord, then in every such case the Landlord shall be restored to his former condition and rights hereunder in respect to said demised premises and all rights, remedies and powers of the Landlord shall continue as though no such course had been taken.
It is agreed that neither the rights herein reserved nor those
available to the Landlord under the law to receive, sue for or recover any rent or rents, moneys or payments, or to enforce
any
of the terms, provisions, conditions or covenants in this Indenture, or to prevent the breach or non-observance thereof,
right or of any other right or remedy hereunder, otherwise granted, or arising, shall in any way affect, impair or control the right or power of the Land-
or the exercise of
any such
term hereby granted ended, and to terminate this Indenture because of any default or breach on the part of the Tenant. 32. Extension of Term. In case the Tenant shall have built
lord to declare the
upon the said premises and shall have kept the same renewed and in repair, as provided for by this Indenture, and shall have kept, observed and performed all of the stipulations, agreements and covenants herein agreed to be kept, observed and performed by it, then if the Landlord and the Tenant cannot agree in writing after and before upon cash value (based on the estimated cost of actual the then
,
,
reproduction less depreciation, including obsolescence) of all buildings then situated on said premises and built thereon by the Tenant under the provisions of this Indenture, exclusive
of the value of the land,
thereon
after.
."
agree in writing after
and which buildings are to remain and cannot likewise and before
,'
, ,
upon the
then actual cash value of the land hereby demised (based on the market value thereof), then separate appraisals shall
508
be made at once of the actual cash value of said buildings situated on said demised premises and built thereon by the said Tenant under the provisions of this Indenture, and which and also are to remain thereon after
,
of the actual cash value of said
demised land exclusive of said
buildings. The said appraisals shall be persons residing in the city of
made by
three disinterested
,
(or the
which said premises are situated), who shall act as such appraisers, one of whom shall be chosen by the Landlord and one by the Tenant and these two shall select a third appraiser. A decision of the majority of them shall be binding and shall be considered as the decision of the three appraisers. In case said appraisers or a majority of them cannot agree upon such appraisals, then the Landlord and the Tenant shall appoint new appraisers in the manner herein
municipality in
provided for the appointment of appraisers. If either the Landlord or the Tenant shall
fail
to choose
appraiser so to act after thirty (30) days' notice in the other party so to choose, then the other party
to
of the
an writing from
may apply or Court court any having general any Judge equity jurisdiction over said demised premises to appoint such appraiser, first, however, giving to the party so failing to
choose ten (10) days' notice in writing of such application,
and such Judge may thereupon appoint such
appraiser.
If,
within thirty (30) days after their appointment, the two appraisers chosen shall fail for any reason to choose a third appraiser, than either the Landlord or the Tenant may apply
to such Judge to appoint a third appraiser, first, however, giving ten (10) days' notice in writing to the other party and such Judge may thereupon appoint such third appraiser. Appraisers appointed by such Judge shall have the same powers and duties as if otherwise appointed as herein provided. In case of vacancy occurring in the number of the three appraisers
from any cause or inability or failure of any to act, the said vacancy or position shall be filled from time to time in the same manner as the appraiser was originally appointed whose vacancy or position is to be filled.
The
three appraisers so chosen shall promptly ascertain,
LEASES
509
appraise and determine the actual cash value of all the buildings then situated on said demised premises and built thereon by the said Tenant under the provisions of this Indenture,
and which are to remain on said demised premises after and the then actual cash value of the land constituting
said
demised premises, exclusive of the value of the buildings and improvements then situated thereon. The findings of such appraisers shall be in writing and made in duplicate; one duplicate original shall be delivered to the Landlord and one to the Tenant as soon as said findings shall have been completed. The cost of said appraisal shall be paid, one-half (3^) by the Landlord and one-half (3^) by the Tenant. Within ninety (90) days after an agreement in writing shall have been made between the Landlord and the Tenant as to the said actual cash value of the said buildings standing on the said demised premises to remain thereon after and of the
actual cash value of said land exclusive of the buildings, or if no such written agreement shall have been made on or before
shall
then within days after the Landlord have received the aforesaid duplicate original appraisal, the Landlord hereby covenants to elect either to purchase said
,
buildings at their agreed or appraised actual cash value, or else to extend the term of this Indenture for a term of
years from .... to
years upon the same conditions, stipulations, covenants and agreements as are contained in this Indenture, so far as the same can be applicable to the extension
of the
term of
to be paid
by
be
this Indenture, except that the annual rental the Tenant to the Landlord during such term shall per centum of the actual cash value
of said land exclusive of the actual cash value of said buildings, as determined by said written agreement or by said appraisal.
In case the Landlord shall elect to purchase said buildings,

as aforesaid, then said buildings and improvements standing on said demised land at such time, and all buildings and im-
provements subsequently erected thereon shall become a part of the realty and shall be the property of the Landlord, together with all insurance money available to restore any loss by fire or other casualty happening to any improvement upon said demised premises, and the Tenant shall have a lien upon
510
the Landlord's interest in said demised premises to secure the payment to the Tenant of the agreed or appraised value of the buildings and improvements. Upon payment of the
agreed or appraised value of said buildings and improvements, the Tenant at the expiration of the present term, to-wit: on shall yield up said premises in good the condition and repair, together with all the buildings and im,
provements standing thereon; the obligation of the Landlord to tender said cash value of said buildings and of the Tenant to surrender possession at said time shall be concurrent and
be performed simultaneously. In case the Landlord shall elect not to buy said buildings, the Tenant is hereby given the option to extend the term of this Indenture for another period of years upon a
rental at the rate of
per centum of the agreed
or appraised value of the said land, exclusive of the said buildings, payable in instalments in advance as provided herein,
and
ditions
upon all of the same agreements, stipulations, conand provisions as are contained in this Indenture, including the payment of taxes and assessments for the entire
also
year
Failure of the Landlord to notify the Tenant of a decision within said days either to purchase said buildings or
the term of this Indenture as herein provided, be construed to mean an election by the Landlord to extend the term of this Indenture for another term of years. In case the Tenant then desires to accept an extension
to extend
shall
of the
term of
this Indenture, it shall, within
days
after the Landlord's decision not to purchase said buildings as aforesaid, give written notice to the Landlord of its decision
so to renew said term, and further agrees and covenants to execute with the Landlord a suitable instrument providing
for
such extension
within
case the
Tenant
shall
In days thereafter. not extend the term of this Indenture
by giving such notice and by executing the extension agreement as aforesaid, then upon the expiration of the term of this Indenture all the buildings and improvements on said demised
on
land shall revert to the Landlord free from any obligation their part to pay any money for them.
LEASES
511
If from any cause the appraisals of the said buildings and land shall not have been made*. days prior to if there has been no written agreement of the actual cash value of said buildings and land, then the Tenant shall continue to pay rent to the Landlord on and
,
after
at the rate of
all
per annum, and

shall
remain
in full
the other provisions of this Indenture force and effect until the Landlord and
the Tenant shall have exercised or failed to exercise their options within the time and in the manner herein provided.
If
the term of this Indenture shall be extended for a furyears as herein provided, and the
ther term of
annual rent to be paid by the Tenant for such extended term shall be in excess of Dollars, then the Tenant
shall
upon demand by the Landlord pay
to the Landlord in
cash the difference between
Dollars and
the
annual rent to be paid for such extended term as herein provided. If said annual rental for such extended term shall be less then Dollars the Tenant may deduct such
from the instalment of rent next maturing. At the end of said second term of years, similar written agreements or appraisals shall be made and the Landdifference
lord shall again elect either to purchase all the buildings then standing upon said demised premises and erected thereon by
the Tenant under the provisions of this Indenture at their then agreed or appraised value, or to extend the term for
years and so on until at the end of some term of years said Landlord shall have elected to purchase said buildings then standing on said demised land and erected thereon by the Tenant under the
another period of
provisions of this Indenture at their agreed or appraised values, or the Tenant shall have elected not to extend such
term by failing to give the notice and execute the extension agreement as aforesaid. The Tenant agrees and covenants that at and upon the date of the expiration of the term of this Indenture, to- wit or if said term shall be extended, then
:
upon the expiration of such extension, it will surrender and deliver up the above described premises and all the buildings
512

fixtures of
every sort, kind or nature whatsoever, in, or about premises and under the sidewalks and streets around the same, peaceably to the Landlord, or their sucsaid
cessors, attorneys
If
and
and
assigns.
agent or attorney, or the tenants on said demised premises holding under them, or any of them, or other persons, shall hold said premises, or any part thereof,
the Tenant,
its
after the
same should have been surrendered according to the terms of this Indenture, the Tenant and such tenant or tenants and persons, as aforesaid, shall be deemed guilty of
an unlawful detainer of said premises under the statute and shall be subject to fine and removal, with or without legal proceedings, and the Landlord may, without notice again recover the possession of the demised premises, and the Tenant,
or other persons occupying said premises, or any part thereof, expel, remove and put, using such force as may be nec-
essary in so doing, and the said premises repossess in the Landlord's former estate, anything herein contained to the
contrary notwithstanding.
33. Parties.
The Landlord and the Tenant
further agree
and covenant that each
of the expressions, phrases, terms,
conditions, provisions, stipulations, admissions, agreements, requirements and obligations of this Indenture shall extend to and bind or inure to the benefit of (as the case may require) not only the parties hereto but to each and every of the heirs,
executors, administrators, representatives, successors and assigns, of the Landlord and Tenant; further, that, whenever
in this Indenture,
reference to either the Landlord or the

shall
Tenant hereto
is
made, such reference
be deemed and
construed to include, whenever applicable, also a reference to the heirs, executors, administrators, successors and assigns,
of such party, the same as if in every case expressed, and all of the stipulations, admissions, agreements, conditions and
covenants contained in this Indenture, shall be construed as covenants running with the land.
Lease
of Co-operative
,
Apartment
between and
,
AGREEMENT,
made
"Landlord,
"
'.
of
LEASES
"
,
513
WHEREAS,
hereinafter called the "Tenant, WITNESSETH: certain of the stockholders of the Landlord have
heretofore caused the said Landlord to be incorporated for the
purpose of buying, maintaining and operating an apartment house in the City of New York, with the intent that each of the permanent stockholders should have the right to lease and
he should be a under the terms and provisions company hereinafter set forth; and WHEREAS, the Landlord has purchased the apartment buildin said building so long as
occupy an apartment
stockholder of said
known as in the Borough of and State of New York, City, County WHEREAS, the Landlord has purchased said premises
ing
,
subject
with interest at mortgage of cent per payable semi-annually (and to be amortized as required in any renewal or extension thereof), and subject also to a second mortgage of with interest at per cent payable semi-annually, and to be amortized at the rate of per annum, payable semi-annually on the of and and days under the WHEREAS, plan adopted by said Landlord certain of the stockholders of said Landlord have chosen and have been allotted by the Landlord certain apartments in said building, to be held under the general terms of this lease; and shares of WHEREAS, the Tenant is the owner of the capital stock of said Landlord, and by allotment of the premises herein described and by acceptance by the Board of Directors of said Landlord is privileged to lease the apartment
,
to a certain first
herein described;
Now, THEREFORE,
and the
covenants and conditions herein contained, 1. The Landlord has let and by these presents does grant, demise and let unto the Tenant and the said Tenant has agreed
following space in the
and does hereby hire and take as Tenant the apartment building of the Landlord above in said Borough of described, and known as and City of New York, viz.: apartment and expiring for the term of beginning with the privilege to the Landlord or Tenant to
to hire
and
take,
514

for the further
,
term of years, upon such provisions, conditions and covenants as the board of
renew said lease
directors
may
Tenant
shall not
determine, except that the obligation of the be greater than to pay such a proposition of
the net disbursements of the corporation as the percentage of capital stock of said corporation held by him bears to the total
capital stock of the said corporation, to be used and occupied by the Tenant as a private apartment and not otherwise, except as the Landlord may in writing otherwise permit, and
subject to such rules and regulations concerning the management, regulations and control of said building as the board of directors of the Landlord may from time to time prescribe, for
a rent which
shall be that proportion of the running expenses of the corporation, including amortization of the encumbrances thereon, and that proportion of such additional sums as the directors may deem advisable to build up and maintain as
and depreciation funds which the par value of the capital stock of the lessor corporation owned by the Tenant bears to the total authorized capital stock of the Landord, to be
surplus, reserve
paid as follows in advance in equal By the annual payment of $ installments of first day of each and on the $ monthly month of the term and herein every granted by the payment of such additional sums as additional rent whenever called by
:
within
the board of directors, wiiich additional sums. shall be paid days after demand thereof has been made in
;
by the Landlord and the Tenant hereby covenants and on the pay as rent for the said premises $ first day of each and every month from the beginning of the term and such additional sums as additional rent whenever called by the board of directors, which additional sums shall be paid within days after demand thereof has been made
writing
agrees to
in writing by the Landlord term rent is hereafter used,
(and wherever in this lease the it includes such additional sums).
In case of the failure by the Tenant to pay the rent above

reserved or any part thereof it shall be lawful for the Landlord to recover the possession of the said leased premises, and the
same
2.
to
If
have again, repossess and enjoy. the Tenant shall default in the payment
of the rent
LEASES
reserved hereunder or of any part thereof or
if
515
the demised
premises become vacant (through summary proceedings or otherwise) or deserted, the Landlord by agents and servants may
immediately or at any time thereafter recover the possession of

the demised premises and remove
all
persons and property
therefrom, either by summary dispossess proceedings or by any suitable action or proceeding at law, or by force or otherwise, without being liable to indictment, prosecution or damage
therefor,
but in such case the Tenant shall remain
liable for the
rent reserved herein, and the Landlord may at its option in any such case relet the demised premises or any part or parts thereof as the agent of the Tenant and receive the rents therefor,
applying the same, first, to the payment of such expenses as the Landlord may have incurred, and then to the fulfillment of the covenants of the Tenant herein, including also the
obligation to
the said rent, and the balance, if any, shall be paid to the Tenant who shall be liable to the Landlord for any deficit, and the Tenant shall pay the same month by
pay
all
month and
3.
as called for
by the
directors of the Landlord.
In addition to all the other remedies herein contained, in case of a breach by the Tenant of any of the covenants or conditions herein contained and failure on the part of the Tenant to remedy such breach within ten days after notice
from the Landlord, then the Landlord at its option may serve a notice notifying the Tenant that at the expiration of twenty days this lease shall terminate, and at the expiration of said twenty days this lease shall be terminated and the term thereof shall expire and in that event there shall be no privilege nor
right of renewal. 4. This lease
made, executed, delivered and accepted by the Tenant upon the express condition that the same shall cease, determine and become null and void upon the happening
is
of either or all of the following contingencies
In case at any time during the term of this lease the (a) Tenant shall cease to be the owner of and shall cease to have standing in the name of the Tenant on the books of the Landlord at least the
number
of shares of the capital stock of said

of this lease the
Landlord above specified. In case at any time during the term (b)
516
shall attempt to sell or dispose of said shares of capital stock or any part thereof of this lease otherwise than in accordance with the provisions of the by-laws of the Landlord, which said provisions are to be stamped upon the certificate of said
Tenant
stock and
follows
:
is
hereby made a part of this lease and reads as
"No
ment
to a
stock of this corporation issued to a lessee of an apart-
member
thereof shall be sold, assigned or transferred, (other than of the lessee's household, at the time of his death)
itself,
except to the corporation
until after
it
has been offered
to this corporation for thirty days for a sum equal to such a percentage of the value of the net assets of the corporation at
the time of said offer as the

sale bears to the total of the
amount of the stock so offered for amount of the stock of the corpora-
tion then outstanding, and the corporation shall for said thirty days have failed to purchase the same for said amount and the
secretary or one of the directors of the corporation shall have so certified. In case there is a difference of opinion as to the
net value of the assets of the corporation between the stockholder so offering his stock for sale and the corporation, the
corporation and the said stockholder shall each appoint an appraiser of the net assets then owned by the corporation, and if said appraisers agree as to the valuation of said net assets If they cannot agree, the said their judgment shall be final.
appraisers shall select a third appraiser, whose valuation of said net assets shall be final and conclusive both on the corporation and on said stockholder.
"No stock of this corporation issued to a

ment shall be transferred to any person
lessee of
any apart-
(other than to a
member
of a stockholder's household at the time of his death), unless the transferee shall have been approved by the board of directors.
No
same
transferred unless the lease
stock designated as carrying a right to a lease shall be is also assigned at the same time to
transferee, nor shall
is
the
stock, to which said lease to the same transferee.
lease be assigned unless the appurtenant, shall be transferred
any
"The stock hereby represented is continuously pledged to the company for the payment of any obligation or liability to the company of the holder of said stock or of any occupant or
LEASES
lessee or
517
said holder of
any person claiming through or under
said apartment lease, and otherwise, and will not be transferred except upon such payment and said lien shall be superior
to
any other claim
of
any
sort in or to said stock
and
said
stock shall not be otherwise encumbered or mortgaged. " This lease is made subject to the right of the Landlord to
sell
any and all real estate owned by it, provided such sale is approved at a meeting of the stockholders by a vote of threequarters of the shares of capital stock outstanding at the time of said meeting, and this lease is subject to termination at the option of the board of directors of this corporation in case of
such ^, sale on the

estate, of
and delivery by which the demised premises form a part, or in case the customary date for the termination of leases in the Borough
of October following the execution the Landlord of a contract for the sale of real
first
day
of
leased
to
by some other day
of apartments, of the general character of those the lessor, should change from the first day of October in the year, then
on the
first
one of such
customary days following the execution and delivery

Landlord of such a contract, but
this
by the
be entito the fixed for such tled to thirty days' notice prior day
shall
Tenant
termination.
6.
The Tenant
for
self
sentatives doth covenant

as follows:
and agree
to
and legal repreand with the Landlord,
a. That the Tenant will pay as rent both the specified sums and the additional payments aforesaid, as above provided. b. That, throughout said term, the Tenant will take of the demised care good premises and appurtenances, and make at his own cost as and when suffer no waste or injury; needed, in his judgment, all ulterior repairs in and about the demised premises and the fixtures and appurtenances as he may desire; comply with all laws, ordinances and governmental regulations, and the regulations of the New York Board of
Fire Underwriters, applicable to the demised premises; throughout said term and forever afterward, indemnify and save harmless the Landlord for and against any and all liability,
arising
from injury during said term to any person or property, occasioned wholly or in part by any act or omission of the
518

of the
Tenant or of the guests, servants, assigns or underlessees

Tenant.
c.
That the Tenant will not do anything, or suffer anything to be done upon the demised premises which will increase
insurance upon said building; will not permit the accumulation of waste or refuse matter, and will not, without the written consent of the Landlord first obtained
the rate of
fire
mortgage or pledge this lease or underlet the demised premises or any part thereof, make any alteration hi the demised premises, or use the demised premises or any part thereof or suffer the same to be used, for any purpose other than as a private dwelling apartment, nor by anybody Other than the Tenant and the household of the Tenant. It is hereby expressly understood and agreed that the character of the occupancy of the demised premises, as above expressed, is an especial consideration and inducement for the granting of this lease by the Landlord to the Tenant, and in the event of a
in each case,
by the Tenant of the restriction against subletting or assignment, or if the Tenant shall cease to occupy the premises without notice to the Landlord, or permit the same to be occupied by parties other than as aforesaid, or violate any other restriction or condition herein imposed, this lease may,
violation
at the option of the Landlord or the agents or assigns of the Landlord, be terminated in the manner herein provided.
d. The Tenant will observe and comply with, and the Tenant agrees that all persons dwelling in or visiting in the demised premises, will observe and comply with the rules and regulations printed on the back thereof, and such other and further rules and regulations as the Landlord may from time to time deem needful, and prescribe, for the safety, care and cleanliness of the building, and for the preservation of good order therein as well as the comfort, quiet and convenience of
other occupants of the building.

e.
The Tenant
all electric
will
purchase
from the
at
its
current that the Tenant requires at the option, demised premises and will pay the Landlord for the same, as the amount of consumption shall be indicated by the meter fur-
nished therefor.
The
price for said current
and
for
lamps
shall
be the same as that charged by
or
by
other
LEASES
519
by the Landlord for consumption similar Payments shall be due as and when bills shall be rendered. The Tenant shall comply with like rules, regulations and contract provisions as those prescribed for a consumption similar to that of by said
company arranged
for
to that of the Tenant.
the Tenant shall maintain a telephone switchboard, and a connection therewith in the demised premises, the Tenant will pay to the Landlord for such service at the same rates as charged by the Landlord to other occupants of the
the Tenant.
If
building.
Any amount
as to which the
Tenant
shall at
any
deemed to be " additional rent" for the demised premises, and shall be due and payable by the Tenant to the Landlord on the first day of the next following month, or, at the option of the Landlord, on the first day of any succeeding month.
time be in default for or in respect to the use of the electric current or for lamps or for such telephone service, shall be
For the non-payment of any such "additional rent" the Landlord shall have the same remedies and rights that the Landlord
all times, to the lien of the mortgages now on the demised premises, and to all advances made or hereafter to be made upon the
has for the non-payment of any rent reserved herein. f. This lease shall be subject and subordinate at
and subject and subordinate to the lien of any mortgage or mortgages which at any time may be made a lien upon the premises. The Tenant will execute and deliver such
security thereof,
further instrument or instruments subordinating this lease to the lien of any such mortgage or mortgages as shall be desired
by any mortgages or proposed mortgages.
The Tenant hereby
appoints the Landlord the attorney-in-fact of the Tenant, irrevocable, to execute and deliver any such instrument or
instruments for the Tenant.

g.
Any
notice or
demand by
the Landlord to the Tenant
be deemed to be duly given if either delivered personally to the Tenant or mailed by registered letter in any general or branch post office enclosed in a postpaid envelope addressed to the Tenant at the building in which the demised premises are situate. Any notice by the Tenant to the Landlord shall
shall
ally to
be deemed to be duly given if in writing and delivered personone of the officers of the Landlord.
520
h.
The Landlord
shall
supply, electric current or telephone service,
not be liable for any failure of water nor for injury
damage to person or property caused by the elements or by other tenants or persons in said building, nor responsible for any package or article left with or entrusted to an employee
or
If the Landlord shall furnish to the Tenant of laundry or any other facility outside of use any storeroom, the apartment demised, it is understood and agreed that the
of the Landlord.
same is furnished gratuitously by the' Landlord, and that if any person shall use the same such person does so at his or her own risk and upon the express stipulation that the Landlord shall
not be liable for any loss of property therein, or for any damage or injury whatever to person or property. i. The Landlord shall not be liable for any damage to any
property to said premises or building from the Croton or other water, steam, gas, electricity, snow, ram, sewerage or any substance which may leak into, issue or flow from or into any part of said building of which the premises hereby leased are
from any other place or quarter, nor for any damage may be suffered by the Tenant through the fault or negligence of another tenant of the building, of which the demised premises form a part, nor by reason of any other matter, cause or thing in whatsoever manner the same may be
part, or
that
caused.
diminution or abatement of rent, or other compensation, shall be claimed or allowed for inconvenience or discomfort arising from the making of repairs or improvements to the building or its appliances, nor for any space taken to
j.
No
of a governmental " In to the if any, herein various authority. respect "services, expressly or impliedly agreed to be furnished by the Landlord to the Tenant, it is agreed that there shall be no diminution or abatement of the rent, or any such other compensation, for interruption or curtailment which shall be due to accident,
comply with any law, ordinance or order
alterations or repairs desirable or necessary to be made or to inability or difficulty in securing supplies or labor for the
maintenance of such service" or to some other cause, not No such intergross negligence on the part of the Tenant. or of such curtailment "service" shall be deemed a ruption any
"
LEASES
constructive eviction.
521
shall not be required to not be entitled to receive, any of furnish, " such services '"during any period wherein the Tenant shall be in default in respect to the payment of rent, or of any part
The Landlord
shall
and the Tenant
thereof.
In case the said apartment building shall be partially damaged by fire, the same shall be repaired as speedily as
k.
possible at the expense of the Landlord, so as to conform to the original plan and specifications for said building; but in case
of the total or substantial destruction of said building by fire or otherwise, then and from thenceforth this lease shall
elect to rebuild the building in conformity to the original plans and specifications for said building or unless the insurers of said
cease
and come
to
an end unless the Landlord should
building should elect to rebuild said building under the terms

of
any provision which may be contained

which case
this lease shall
in their policies of
insurance, in
not cease but shall
continue and apply in respect to the apartment in the building so rebuilt, which shall correspond with the apartment hereby
demised.
Whether
said election to rebuild shall be exercised
by
the Landlord shall be determined
by vote of the stockholders
at a meeting, of which written notice of at least ten days stating the purpose of the meeting shall be given to each stockholder
in the
1.
manner herein described. The Tenant shall be entitled, without
therefor, to
special charge such a supply of heat and use of and service for
all public or common facilities or parts of the building as are provided for other tenants of similar apartments hi the building. The Tenant shall also be entitled, without special charge
water if and as long as the apartments are not separately metered, but in case the apartments are separately metered for water then the Tenant shall pay the meter
therefor, to the use of
charge for said water. m. In case the Tenant shall at any tune hereafter sublet the within demised premises, with the consent of the Landlord and shall thereafter make default in payment of the
rent or other
payments herein provided to be paid by said in such event the Landlord may, and it is and then Tenant, hereby authorized, as the agent of the Tenant, to collect from
522
the sub-tenants or under-tenants of the Tenant occupying such apartment or any part thereof, and who shall be or become indebted to said Tenant, the legal representatives or assigns of the Tenant, and to receive the rent of the apartment or any part thereof so occupied by them or any of them; and to apply the same on account of the rent and other payments remaining
unpaid by the Tenant as aforesaid, or so much thereof as the or sums from time to time falling due to the Tenant from such under-tenants will suffice to pay; and any such payment of such rent to the Landlord by such under-tenants shall be reckoned a full and sufficient payment by and discharge of such under-tenants as between them and the Tenant, the legal representatives and assigns of the Tenant to the extent of the amount so paid to the Landlord as aforesaid. n. The Landlord and the Landlord's agents shall be permitted at any time during the term to visit and examine them at any reasonable hour of the day, and workmen may
sum
enter at
any time, when authorized by the Landlord or the Landlord's agents, to make or facilitate repairs in any part of the building; and if the said Tenant shall not be personally
present to open and permit an entry into said premises, at any time, when for any reason an entry therein shall be necessary
or permissible hereunder, the Landlord or the Landlord's agents may forcibly enter the same without rendering the
Landlord or such agents

for
liable to
(if
any claim or cause
of action
during such entry the Landlord shall accord reasonable care to the Tenant's property),
damages by reason thereof

in
and without
any manner
it is,
affecting the obligations
and cove-
nants of this lease;
right. and authority
however, expressly understood that the hereby reserved, does not impose, nor does the Landlord assume, by reason thereof, any responsibility or liability whatsoever for the care or supervision of said premises,
the pipes, fixtures, appliances or appurtenances therein contained or therewith in any manner connected.
or
any
If
if
of
o.
and
the Tenant shall at any time be in default hereunder, the Landlord shall institute an action or summary
proceeding against the Tenant based upon such default, then the Tenant will reimburse the Landlord for the expense of
attorneys' fees and disbursements thereby incurred by the
LEASES
523
Landlord, so Tar as the same are reasonable in amount. Also, so long as the Tenant shall be a tenant hereunder, the amount of such expenses shall be deemed to be additional rent hereunder, and shall be due from the Tenant to the Landlord on the first day of the month following the incurring of such respective expenses.
The Landlord covenants:

That if and so long as the Tenant pays the rent reserved hereby, and performs and observes the covenants and provisions hereof, the Tenant shall quietly enjoy the demised premises, subject, however, to the terms of this lease, and to the mortgages above mentioned and provided for.
a.
b. Subject to the provisions of Paragraph tenth above, the Landlord will furnish the following respective services:
there be a passenger elevator in the building, then passenger elevator service to and from the demised premises at
(a) if
all all
times; (b) hot and cold water in reasonable quantities at times if and as long as the apartment hereby demised is not
separately metered for water; (c) steam heat during the cold season in each year. The Landlord may furnish additional
but any such service shall be gratuitous unless otherwise arranged, and shall not be an obligation of the lessor, or
service,
part of the consideration for the rent. The Tenant for himself and his legal representatives covenants that this lease will not be assigned (other than to a mem-
ber of his household at the time of his death) and that the premises demised shall not be sublet, except to such persons as the board of directors may approve, and that the refusal
of the
further covenants that
board of directors to so approve may be arbitrary, and if he does assign or sublet or attempts to assign or sublet, except in accordance with the above covenant, that this lease shall then be null, void and terminated. If, however, the board of directors refuses its approval
any proposed assignment or subletting of this lease and any member of the board of directors dissents from the action
to
of the board, then, at the request of the
of the stockholders of the
Tenant, a meeting Landlord shall be called as soon as
possible under the by-laws of the Landlord, and thereupon if three-quarters of the stockholders consent to said proposed
524
subletting or assignment, the board of directors will consent thereto.
THIS AGREEMENT
shall
bind and run in favor of the respect-
ive heirs, executors, legal representatives, successors and assigns of the parties hereto. IN WITNESS WHEREOF, the Landlord has caused its corporate name to be hereunto signed by its president thereunto duly
authorized and
attested
by
its
corporate seal to be affixed hereto, duly secretary, and the Tenant has hereunto set the
its
Tenant's hand and
seal,
the day and year
first
above written.
Lease of Apartment in
New
York City
day
of
AGREEMENT made
in the year
the
one thousand nine hundred and
between
part
of the first
part, hereinafter designated as the lessor; and of the second part, hereinafter designated part
lessee
,
as
the
Witnessetb that the lessor has agreed to let and hereby does let and demise to the lessee, and the lessee has agreed to take and hereby do take from the lessor the apartment designated
as
in the
on the
floor of the building
known
as
Borough of Manhattan, City
of
New
York, for the

19 19
.
term
of
commencing on the and ending on the

it
day day
of
of
ses so
being hereby expressly understood and agreed that the premidemised shall be occupied only by the lessee and by the
members
of h family as a private dwelling apartment, and for no other use or purpose whatever. And the said Lessee hereby covenants and agrees to pay unto the said Lessor rental, in equal monthly payments, in advance, on the first day of every month during said term, as follows:
From
rental in equal
19 .. to
19
the
sum
of $
monthly payments
of $
LEASES
525
.,
From
rental in equal
19.
to
19.
the
the
sum sum
of $
monthly payments
19 .. to
of $
From
19
of $
payments and accepted upon the foregoing and upon the following covenants and conditions and subject to the following restrictions, to all and every one of which the lessee consent and hereby expressly covenant and agree with the lessor to keep and perform. 1. That the lessee shall well and truly pay to the lessor the yearly rent herein reserved on the days and in the manner
hereinbefore prescribed for the payment thereof. 2. That the lessee shall not assign this lease nor underlet the demised premises, or any part thereof, or make any alter-
rental in equal monthly This lease is granted
of $
improvements therein without the written consent of the lessor or agents first endorsed hereon; shall not do, perform or suffer in or upon the said premises any act or
ations, additions or
deemed extra hazardous on account of fire; shall comply the rules and regulations of the Board of Health and City ordinances applicable to said premises; and shall not use the same, or any part thereof, or permit the same to be used for
thing
with
all
any purpose other than for the personal occupation thereof by the lessee and family, as hereinbefore provided. And it is expressly stipulated and agreed that the lessor's or
,
agents' consent to any act of assignment or subletting shall be held to apply only to the specific act thereby authorized. Such consent shall not be construed as a waiver of the duty of the
lessee
representative or assigns, to obtain from the lessor consent to any other or subsequent act of assignment
,
h personal
or subletting, or as modifying or limiting the rights of the lessor under the foregoing covenant by the lessee not to assign or sublet without such consent.
That the lessee shall take good care of the demised premises and of the pipes, fixtures, appliances and apputenances therein contained; shall suffer no waste in driving picture or
3.
woodwork of the said premises or in own to be the same driven, or otherwise; shall at h allowing to cost and expense make and do all repairs required walls,
other nails into the walls or
ceilings,
paper, plumbing works, ranges, pipes and fixtures
526
belonging thereto whenever damage or injury to the same shall have resulted from misuse or neglect; and at the end or other
expiration of the term, shall deliver order and condition.
4.
up the premises
in
good
any time or in any event, be to property in the demised premises or in the building in which the said premises are situated occasioned by leakage of Croton water or other water, steam or gas, from
lessor shall not, at
liable for
That the
any damage
or into
cause.
any part
of the said building, or arising
from any other
That the lessee shall permit the demised premises to be 5. shown to applicants during four months next before the
expiration of this lease: If the lessee shall not be personally present at any time during said period to open and permit the entry into said premises, or if at any time an entry shall be
deemed necessary for the inspection or protection of the property, or for making any repairs or decorations, the lessor or agents may enter into the same by means of a master key or otherwise without being liable to any prosecution, claim or cause of action by reason thereof, and without in any manner
It is, however, expressly understood and agreed that the right and authority hereby reserved does not impose, nor does the lessor assume by reason thereof, any responsibility or liability whatsoever for the care, maintenance or supervision of the demised premises or any of
affecting the obligations of this lease.
the pipes, fixtures, appliances or appurtenances therein contained or therewith in any manner connected. 6. That the lessee has read the rules and regulations hereto
made a part hereof, and hereby agrees to abide and to the same and to such further reasonable conforms by rules and regulations as the lessor may from time to time make or adopt for the care, protection and government of the building and the general comfort and welfare of its occupants.
subjoined and
7.
The
lessor will furnish to the lessee
without additional
charge, elevator service, steam heat during the winter months, and hot and cold water.
It is
mutually understood and agreed, in case
it
shall
become
necessary at any time in the judgment of the lessor, to omit or suspend the operation of the elevators, the heating apparatus
LEASES
527
or other portion of the mechanical service of the said building, in consequence of accident or by reason of pendency of work incident to the repair or reconstruction of the mechanical
thereof, including elevators, electric equipment, heating apparatus, plumbing service, boilers and other machinery therein contained, that the lessor shall be at liberty to omit or suspend such operations, or any of them, until the necessary repairs or reconstruction, as the case may be, shall have been
equipment
made and completed, without affecting or in any way modifying the obligations and covenants herein contained on the part of the lessee or rendering the lessor liable for any damage or
,
offset
by reason
thereof.
In any such case, however, the lessor
due expedition and diligence in undertaking and comany necessary works of repair or reconstruction. 8. That the lessee agrees at his own cost and expense to make and good repair all damage to the demised premises and to the fixtures and appurtenances therein contained, or to the property
shall use
pleting
in said building belonging either to the lessor or to other or the tenants, caused by the acts or omissions of the lessee
,
members of h family, h servants or agents, including particularly any and all damage caused by neglect or misuse of the water appliances, gas fixtures and steam radiators or connections subject to the control of the lessee 9. That the lessee will, in case of fire, give immediate notice
.
shall thereupon cause the damage to be forthwith repaired, unless the premises be so damaged that the lessor shall decide to rebuild, in which case, but not other-
thereof to the lessor,
who
and the accrued rent paid up to the the premises demised, or any part thereof, are so far injured by fire as to be rendered untenantable but are nevertheless repaired by the lessor, then an abatement will
wise, the
term
shall cease,
If
time of the
fire.
be made from the rent corresponding with the time during which, and the extent to which, the same may have been untenantable. 10. In case of default on the part of the lessee in any of the covenants of this lease, or if the demised premises become vacant, the lessor may re-enter, without notice, or by means of
proceedings, or in any other method prescribed by own and resume law, possession and relet the premises in
summary
528

for the
name,
to
account of the lessee
without terminating this

of the lessee
lease or in
pay
rent.
to be paid as as In this event, however, there shall be credited to the
any manner affecting the obligations damages the amount herein covenanted
lessee the
amount received from
said reletting, after deducting
the expenses of such proceedings as may have been necessary in order to regain possession, as well as the cost of reletting the
premises and the execution of a

;
new
lease for the said premises
shall not terminate the lessee's liability or obligations hereunder, which shall in all events remain in full force and effect
The lessee having once vacated, without the consent of the lessor. No act or may not re-enter thing done by any officer or agent of the lessor, during the term hereby granted, shall be deemed an acceptance of a surrender of said premises, and no agreement of surrender or to accept a surrender of said premises shall be valid unless the same be
for the full
term
of this lease.
made
in writing, by the lessor or authorized agent. In case of re-entry by the lessor or agents in any manner hereinbefore prescribed, the amount of damages or deficiency shall become due and payable each month as soon as the
amount of said damage or deficiency shall have been ascertained in the manner herein provided, and separate actions may be maintained each month to recover the damage or deficiency
then due, without waiting until the end of the term; and no notice or demand shall be necessary in order to maintain such
action.
11. It is hereby understood and agreed that the character of the occupancy of the demised premises is a special consideration and inducement for the granting of this lease by the lessor to
therefore expressly agreed, in case the lessor or agents shall determine any conduct on the part of the lessee or of the occupants for the time being of the demised
the lessee
It
is
premises to be objectionable and improper, that the lessor
and authority to determine this lease and to re-enter and have full possession of said premises, either with or without legal process, on giving five days' previous notice of its intention so to do, and on tendering payment of a sum equal to the installment of rent which accrued on the first day of the then current month, in case such installor
agents shall have
full
license
LEASES
529
have been paid. Upon the expiration of and upon tender of payment as aforesaid, the estate hereby granted and all right, title and interest therein on the part of the lessee shall cease and determine, and the lessor, agents or assigns, shall be entitled to the immediate possession of said premises andiin consideration of the above letting, the lessee hereby covenants and agrees that the lessor and
of rent shall then
ment
said notice
agents, shall not be liable for prosecution or for damages in resuming possession of the demised premises in the manner
hereinbefore set forth.

12.
tion of the lessee
and
lessor shall furnish gratuitously for the accommodaa room for the storage of trunks, bicycles, other articles. It is mutually understood and agreed,
The
however, that such provision on the part of the lessor is gratuitous; that the lessor shall in no event be or become liable for
loss or
damage
to property stored therein or for
damage
or
or injury thereto;
and that the
lessee
will
any other assume
liability for
by the
resulting
any personal injury sustained either by the lessee members of h household h servants or employees, in any way from the use or occupation of such store-
room.
13. That if the demised premises be in a building where the Lessor shall desire to supply the electric current to the Lessee the Lessee hereby agrees to use no other current than that
,
by the Lessor and to pay therefor the same rate as is charged by the Public Service Corporations having the conduit
supplied
in front of said building. However, the Lessor shall furnish or cause to be furnished suitable meters and other necessary ar-
rangements similar to those furnished by such Public Service Corporations. The charge for the electric current shall be paid
for monthly,
and the Lessor reserves the right to discontinue such service 15 days after the presentation of the bill to the Lessee. Also if the Lessor so desires, the Lessee agrees to pay a deposit as a guarantee that the bills will be paid in accordance with the terms of the contract, the amount to be returned with
six
(6%) per
cent, interest thereon
of
said contract, the surrender of the certificate of deposit and the payment in full of the indebtedness or to be applied to liquidation of the account.
530
14. It is
mutually understood that the telephone instrument demised premises is the property of the New York Telephone Company. Telephone service privileges may be exercised by the lessee upon condition that h shall and hereby do
in the
agree to pay therefor, in monthly installments, the regular charges for service to be determined by the lessor. Such ser-
may be discontinued and withdrawn by the lessor in case amount due by the lessee for tolls shall not be paid during the month in which the account therefor shall have been rendered. It is further mutually agreed that any such discontinuance of telephone service shall not in any way affect or
vice
the
modify the obligations of the lessee hereunder. 15. That the lessee shall not at any time place or display in or upon the exterior of said building, or upon any part thereof, or in or upon any window of the demised premises, including
sills or ledges thereof, any signs, advertisements, illumination or projection, unless the style, size and location of the same shall have been first authorized and approved in writing
the
lessor or authorized agent. The Lessee shall use only such shades in the front windows of the demised premises as shall have been either furnished or approved by the lessor.
by the
of the said term, or on the sooner determination of the estate herein granted, the lessee shall
16.
That on the
last
day
peaceably and quietly leave, surrender and yield up unto the lessor all and singular the demised premises, together with all alterations, additions and improvements which may have been
made by
and subject and accepts subordinate to the mortgage or mortgages now a lien upon the premises hereinabove described, and agrees that this lease shall be subject and subordinate to the lien of any other mortgage or mortgages which may at any time hereafter be secured by
lessee this lease
movable 17. That the
either of the parties hereto upon the premises, except furniture put in at the expense of the lessee
.
And the said lessee agrees that will, at any time on demand execute hereafter, any instruments, releases, or documents that may be required by any mortgagee or mortgagor for the purpose of subjecting and subordinating this lease to the lien of any such mortgage or mortgages, original or substituted, and in case of the failure of the lessee to execute
the lessor.
LEASES
531
said papers on demand, the lessor is hereby authorized as the attorney and agents of the lessee to execute such releases, instruments or other documents and in such event, the lessee
hereby confirms and
ratifies
any such instruments so executed
power of attorney. parties mutually covenant and agree that these premises are leased upon the express condition that the term of this letting and hiring shall be deemed to be, and the same is
by
virtue of this
18.
The
hereby extended as between the parties hereto for the further term of from the 19 ... year day of at annual rental of $ payable in equal monthly payments in advance on the first day of every month during the said extended term, without deduction or concession, and upon terms, conditions and covenants identical in all respects with the terms, conditions and covenants of this lease, including the covenant contained in this paragraph for any future renewal or
.
extension thereof, unless the lessee shall give notice to the lessor in writing, on or before the first day of June next preceding the expiration of the then current term, of an intention to vacate
and surrender the demised premises at the date of such expiration. Service by the lessee of such written notice by U. S.
registered mail, postage prepaid, addressed to the landlord or his agents in charge of the demised premises, shall be
sufficient.
It is further mutually covenanted and agreed, however, that the landlord shall have the right and is hereby expressly empowered to cancel and annul any renewal or extension of this
lease
by giving
to the lessee at
any time
prior to the first
day
of
July next preceding the expiration of the then current term, written notice of an intention so to do. Service of such notice by U. S. registered mail, postage prepaid, addressed to the
lessee at the
demised premises
v.
shall
be
sufficient.
Hennessy Realty Co.

Supp. 540; United States Realty N. Y. Supp. 214;
Bernstein, 110 Misc. 331, 180 N. Y.
&
Improvement Co.
v.
v.
Erving, 172
336, 149
Manhattan Realty
N. Y. Supp. 834.
Co..
Marchbank, 87 Misc.
532

,
19. The lessor hereby coveants and agrees that the lessee on paying the said rents and sums above reserved and provided for, and performing each and every covenant, condition and agreement herein mentioned on h part shall and may peacefully and quietly have, hold and enjoy the demised premises during the term aforesaid. 20. It is agreed that the covenants and agreements contained in the within lease shall be binding upon the parties hereto and upon their respective successors and legal representatives. Owner.
Tenant.
Lease
Simple Form
,
AGREEMENT made
hereinafter designated as the Landlord, hereinafter designated as Tenant.

1.
between and
the Tenant, and the Tenant for the hereby hires from the Landlord, the
lets to
'
The Landlord hereby

of
, ,
term
commencing
. .
.
to be occupied as a mediate family and not otherwise. 2. The Tenant hereby covenants and agrees to pay to the Landlord the rent of in advance, on the first day of each and every month during said term. 3. The Tenant shall not assign this lease or underlet the demised premises or any part thereof or make any alterations, additions or improvements in the premises without the written consent of the Landlord, nor permit or suffer upon the premises any act or thing deemed extra-hazardous on account of fire. 4. The Tenant shall not use or permit the demised premises or any part thereof to be used for any other purpose than that of a private apartment for himself and immediate
%
and ending the tenant and imby

,
family.
any rent shall be due or unpaid, or if default shall be any of the conditions or covenants herein contained, or if the said premises or any part thereof shall be vacated by the tenant during the term granted by this lease, the Landlord may recover and resume possession of said apartment, either by
5.
If
made
in
LEASES
533
force or otherwise, without being liable to prosecution therefor,

all persons and property therefrom, relet the said premises as agent for the Tenant, receive and collect the rents thereof, applying the same first to the payment of such expenses
remove
as the Landlord
of the said
may have incurred
in recovering the possession
payment
of
any
apartment and reletting the same, seconcl to the costs or expenses that the Landlord may have
any condition or Tenant and then to the payment of any rent due or to become due under the terms of this lease, with interest, and the Tenant agrees to pay any deficiency which may arise. 6. During months prior to the expiration of the term hereby granted, persons shall be admitted at reasonable hours to view the apartment until rented and the Landlord or agent shall also be permitted at any time during the term to visit and examine the apartment at any reasonable hour; and whenever necessary for any alterations or repairs to any part of the building, the servants and agents of the Landlord shall be permitted to enter the apartment to make such repairs and
;
incurred, either for repairs or by reason of covenant being unfulfilled on the part of the
alterations.
7.
The Landlord
shall
have the
right,
at
any time upon
entering into a contract for the sale of the premises, to cancel this lease, and the term hereby granted, upon giving to the
intention so to do, and upon days' notice of h the expiration of said days, the Tenant agrees to vacate the premises and to surrender this lease and the term
Tenant
hereby granted.
Lease of Theatre for Exhibition of High Class Motion

Pictures
Williston, Section 1955, note.
AGREEMENT made
hereinafter
called
between
the "Landlord," and , " " hereinafter called the Tenant. WHEREAS the Tenant is desirous of procuring the use of the
Theatre
provided
:
in.
.'
for the purposes hereinafter
534

IN CONSIDERATION OF THE PREMISES THE PARTIES the Tenant, for the purpose motion pictures only, for a period the and terminating excepting and reserving
,
Now
HERETO AGREE AS FOLLOWS: 1. The Landlord lets unto

of exhibitions of first class
of
commencing
box on the right of stage known as Box .... and right to occupy the same during all performances being reserved for the Landlord, his lessor and nominees; if no notice of intended occupation of said box is given before four p. m. on any day, the Tenant may sell the same for that day. 2. The Tenant hires the said premises for said period of and agrees to pay therefor a rental of payable in inon the signing and destallments in advance,
free admission
Theatre,' at the prosecenium
livery of this agreement, receipt whereof in equal payments of edged; and

also
is
hereby acknowlin advance on
being of the license fee for the presentation
of dramatic
all
and
theatrical performances at said theatre,
and
other license fees and taxes imposed for the presentation of dramatic and theatrical performances at said theatre during
the term of this agreement; and also pay to the Landlord all rents and charges which may be assessed or imposed according to law, upon said theatre premises for the Croton
water which shall be used in the theatre, and for the placing of meters for measuring the same; and the same shall be added to and become a part of the rent. These license fees and water rents and charges shall be paid when each becomes and if not then paid by the due and payable to the
Tenant, the Landlord or his representatives may pay the same and the same shall thereupon become part of and be added to the rent falling due or that may thereafter at any time fall due; and the Landlord and his representatives may maintain
all
the remedies for the recovery of such
moneys
or the pos-
session of said premises that they
might maintain for the non-
payment of rent. 3. The Tenant agrees to keep said premises, including the roof and the entrances on, and all the window glass and skylights, all the gas, sewers, steam, water and drain pipes, faucets,
LEASES
water
fixtures, grates
535
and machinery as are under control or second party and all other appurtenances, in good condition and repair and return the same at the end of the term or sooner termination of this agreement, in as good
possession of
condition as at the beginning of the term, reasonable wear and damages by fire or the elements excepted, and shall execute and comply with all the laws, rules, ordinances, orders and their departments and bureaus, the regulations of the Federal Government and Boards of Fire Underwriters, it being agreed, however, between the parties hereto, that the Tenant is not required to make any substantial structural All alterations and improvements and additions changes. made by the Tenant shall belong to the Landlord. If by reason
law or ordinance or lawful regulation of any governmental authority, and without any neglect or default of the Tenant in complying with the terms of this clause and lease, the use of said theatre for motion picture exhibitions shall be or become unlawful, then and in that event, the Tenant shall have permission to use said theatre for first class
of
any
statute,
,.
end
legitimate theatrical productions. The Tenant agrees at the of the term or sooner termination hereof, peaceably and
quietly to yield up and surrender to first party said premises in the condition last aforesaid.
The Tenant agrees to hold the Landlord free and harmfrom and indemnify him against any liability or claim for damages or otherwise, cost and expense for any accident occurring on the said premises during the occupancy of the Tenant, and also from and against any claim, cost or expense
4. less
or liability by reason of the operation of said theatre by the Landlord during the term hereof, and not to make any
changes or additions in or to the premises, except to install the necessary equipment for the proper exhibition of motion pictures (subject to Landlord's prior written approval) without
the prior written consent of the Landlord in each instance nor to change the name of the theatre during said term.
5. The Tenant shall not assign or sublet this agreement or the said premises or any part thereof or any rights thereunder to any other person or corporation without the prior written
consent of the Landlord in each instances had and obtained.
536
6.
The Tenant
and
shall take electric current for lighting ex-
clusively rate of
from the Landlord and pay

shall further
therefor at the
pay
fail
per
to
month
for
the use of
vacuum compressed
air cleaning
apparatus installed
in said theatre.
Should the Tenant
air apparatus, same shall or thereafter falling due and same remedies may be maintained by the Landlord for recovery of such moneys, or possession
and compressed
pay for such light be added to rent due
of the premises as he
non-payment of rent. 7. The Tenant agrees that it will print on every program used in said theatre in a conspicuous place and manner on the first page and above the name of the play or performance, the
present
8.
might maintain
for
at
all
9.
the Landlord and his agents may reasonable times enter into apd imspect the premises. Should the Landlord at any time during the term waive
of
name of the theatre. The Tenant agrees that
any breach
of the not be construed or held to operate as a waiver, or to in any way affect the Landlord's right to insist upon the enforcement of his rights in respect of any further
any covenant or condition on the part

shall
second party,
it
or other breach of a covenant or condition
by the Tenant,
precisely as though no waiver had ever been made. 10. The Tenant agrees at all times, both day and night, to keep a watchman on the demised premises at its own ex-
pense and do nothing that

rates.
11.
will increase the present insurance
In the event of the abandonment of the premises or removal therefrom by the Tenant, or the re-entry by the first
party, by summary proceedings, peaceably, forcibly, or in any other manner, the Tenant hereby expressly waives all
statutory rights of redemption of the premises. 12. In the event of the Tenant being judicially declared insolvent, or bankrupt, or if it shall make a general assignment
for the benefit of creditors, or
shall
a receiver being appointed,
this
agreement immediately thereupon, at the option of the Landlord, terminate, and in the event that the said premises
shall
be taken under the right of eminent domain in condemnation proceedings, this agreement, at the option of the Landlord,
may
be forthwith terminated.
LEASES
537
13. The provisions in this agreement contained shall be construed to be conditional limitations, terminating agreement on a breach of any of the said conditional limitations,
whereupon the term

Landlord
of this
agreement
shall expire
and the
may
re-enter
forcibly or in any other manner as if the term lapse of time and the Tenant was holding over
by summary proceedings, peaceably, had expired by and continuing
in possession after the expiration of the term. 14. It is agreed that, in case of damage by fire or the ele-
ments, the Tenant shall give immediate notice thereof in writing to the Landlord, and, if a part only of the said building
be damaged, but not so as to render the premises wholly untenantable, the rent shall abate proportionately and the Landlord shall commence within days after notice
shall
to repair the same at its own cost and expense, and complete said repairs with due and reasonable diligence; if the damage shall be so extensive as to render the said building wholly
shall
untenantable, the rent shall cease from the time the Landlord be notified by the Tenant of such damage until the said
is
building
said
shall
restored to a tenantable condition

is
and
after the
building
restored to a tenantable condition the rent
begin
again to run and be
payable as
before
the
damage; but, in case the said building shall be totally destroyed by fire or the elements, or the damage shall be so great that it will be necessary to rebuild the entire building or erect a
building on the site, the rent shall be apportioned pro and paid up to the time of such destruction or damage, and upon such payment being duly made by the Tenant, this lease shall come to an end. The Tenant hereby expressly
rata
new
waives the provisions of Section ... of the Real Property Law relating to the destruction of the demised premises by fire or
the elements.
15. It is
pay any
agreed that if the Tenant shall fail or neglect to installment of rent at the time and in the manner
hereinbefore provided or should fail or neglect to perform or fullfill any of the covenants, conditions or agreements on its
exercise of
part to be performed or shall interfere with or prevent the any right or privilege by this agreement given to
the Landlord then the Landlord
may
notwithstanding any
538
license or waiver of any prior breach and without any notice and demand, enter into and upon said premises and repossess them as of their former estate, and expel and remove the Tenant and its effects, peaceably, or forcibly or by summary or dispossess proceedings and without being deemed guilty of any manner of trespass and without prejudice to any remedy which might otherwise be used for arrears of or future rent or breach of covenant or agreement all which shall survive such re-entry or dispossess proceedings and warrant, and in the
event of the Landlord taking possession, he may at his option re-let the said premises or any part thereof for the same or other purposes; if so re-let the Tenant, its successors and assigns shall be liable for and agree to pay regularly monthly, the difference or deficiency between the amount and install-
ments herein provided to be paid and the amount received by the Landlord upon such re-letting, if any, less the expense of re-entry and re-letting, and the amounts shall be paid by the Tenant upon the days above mentioned as the amount shall be at such times; and if there is no re-letting Tenant agrees to pay the full amount and installments hereinbefore provided on said days above mentioned; the said amounts shall be as aforesaid and no suit for any amount payable on payable shall be a bar to any subsequent suit for subsequent
defaults; such re-entry or the issuance of such warrant in dispossess proceedings as aforesaid shall not release the Tenant
or terminate the liability to pay or make good the rental and all other sums in this agreement provided to be paid and obligations to
16.
be performed.
its
and and where an assignment has been consented

as herein provided.
provisions, shall be binding upon apply to the first party, his heirs, personal representatives assigns, and to the second party, its successors and assigns
The agreement and
to
by the
first
party,
LEASES
539
Farm Lease
Contract
(Livestock in Partnership)
Prepared by PROFESSOR
LYNN ROBERTSON and M.

this
,
L.
FISHER
19.
.,
,
Purdue University. THIS AGREEMENT made by and between

of
lessee.
day
lessor,
of
and
WITNESSETH: that the said lessor has this day leased farm of acres known as the and located and described as follows farm,
said lessee his
:
to the
for
19..,
and ending
a one year period beginning 19.., for the purpose of farming,
subject to the conditions hereinafter set forth. Section 1, Renewal. It is understood that this lease shall
be automatically renewed from year to year, but may be terminated at any time by mutual consent, by failure of either party to keep the covenants of this agreement, or upon six month's written notice from either party, provided such notice
is
given between any April

If
clusive.
such notice
is
and the next September 30, ingiven between any October 1 and
1
the next
March
30, inclusive, the date of the termination of

first
is
the lease shall be the the notice
notice, unless the date

is
of the next October following such changed by mutual consent after
given.
Provided, in all cases, that if the lease terminates in the fall before corn or other crops can be conveniently or econom-
have the right to enter the farm after the termination of the lease for the purpose of harvesting such crops, which he agrees to do without unreasonable delay, and to deliver over to the lessor the share of such crops which it is hereinafter agreed the lessor shall receive. The lessee agrees to move on to said farm on or about 19 and to farm and care for the same in a good and husbandically harvested, the lessee shall
,
.
manner during the continuance of this lease. Each party Section 2. What Each Party Shall Furnish. shall furnish one-half of all seed to be planted or sown on said
like
farm; one-half of the
fertilizer or
lime to be applied to the
soil;
540
one-half of
all livestock, including poultry but not including horses; one-half of all feed and salt for same, pay one-half of
the fee for registering purebred partnership livestock; pay one-half of the freight charges for shipping, feed, seed, fertilizer, or partnership livestock, to or from the farm; pay onehalf of the expenses for veterinarian or stock medicine (except for lessee's horses) ; pay one-half of the usual machine expense
for threshing, hulling clover, filling silo, shredding fodder, and baling hay, together with one-half of the fuel charge for same
it is necessary to buy fuel for such machine work; pay one-half of the taxes on the undivided livestock and crops held in common, and one-half of the cost of insuring the same
in case
pay one-half
of the telephone rent
and
shall receive one-half
receipts from the sale of all crops and livestock, except as hereinafter provided. The lessee shall furnish and keep in repair at his expense, all machinery necessary for the successful operation of said
of the increase
and
farm, except the following which the lessor agrees to furnish with the understanding that the lessee shall take proper care of the same and repair any
,
breakage not due to natural wear and tear or unavoidable

accident.
The lessee shall furnish all labor, and all the horses necessary for operating the farm, the horses to be fed from undivided feed. In case colts are raised the lessor shall pay the breeding
fees
and
shall
3.
Section Feed, in as
etc.
much
have a half interest in the colts. Purchase of Interest in Each Other's Livestock, Each party agrees to purchase one-half interest of the livestock, feed, seed, fertilizer or lime be-
longing to the other party at the beginning of this lease, as it In the case of is mutually agreed shall be used on this farm.
feeds not weighed the following rule shall apply; ear corn shall be measured in the crib and 2.5 cubic feet considered one
bushel; oats, barley, what and rye shall be measured in the bin and 1.25 cubic feet considered one bushel; hay shall be measured in the mow or stack and 400, 450, 500 cubic feet
considered one ton.
No
for straw or fodder in the barns or
charge shall be on the
made
fields
to the lessee
on said farm,
nor shall the lessee claim reimbursement for any such material
LEASES
541
remaining on the farm at the termation of the lease, nor shall he remove any straw or fodder from the farm without the consent of the lessor. Section 4- Note May Be Given by Lessee. The amounts
to either party by the other party under the provisions of section 3 of this lease, shall be set off against each other
owed
and the
note for
at
difference paid in cash.

is
Provided, however, that
if
the difference
owed by the lessee, he may give the lessor his the same, payable in months with interest
%.
In the event of the termination of this lease before the maturity of said note, the note shall become due immediately, and the debt shall constitute a prior lien on the lessee's share
of livestock, feed, and other supplies on the farm. Section 5. Crops and Soil Treatment. The crops to be
grown
treatment to be given on each field of the farm the of this lease shall be mutually agreed continuance during
soil
and the
upon by the
Section
6.
lessor
and the
lessee.
House, Garden, Truck Patch. The lessee shall have the house, garden spot, and a truck patch, the latter not to exceed He agrees to keep acre, for the use of his family.
the premises in neat and tidy condition, and to use precaution
in protecting all vines, bushes and shade trees from injury. Section 7. Fuel for Family Use. Lessee shall have the dead
and down timber for fuel, but he shall not use for fuel any logs suitable for saw timber, or any sawn timber or rails, nor
shall he cut
down
Meat.
live trees.
as
The lessee shall have the right to butcher hogs as he shall need for the use of his family. He shall weigh such hogs and pay the lessor for one-half of them
Section
8.
many
at market price. Section 9. Poultry.
All poultry kept
on the farm
shall
be
owned
in partnership. Lessee shall be allowed poultry and eggs for family consumption only on this farm. The receipts from all poultry and eggs sold shall be shared equally.
Section 10. Dairy Products.

for family
The
lessee shall
be allowed milk
consumption only on
shall
this farm.
All other milk
and
milk products
lessee.
be shared equally by the lessor and the
542
Section
11.

Buying and
Selling.
Buying and
selling
of
partnership property shall be left largely to the lessee, provided, however, he shall make no purchases or sales involving amounts without first obtaining the consent of the lessor. over $
An
account for the farm shall be opened at the
Bank of
in the partnership name of All partnership receipts shall be deposited to this account, and all partnership expenses paid therefrom by check. All
shall be signed by both parties. checks for amounts over $ Division of this account between the parties shall be made as convenient, and neither party shall check money directly
this account for personal use. No liveSection 12. Pasturing Stock for Outside Parties. stock not partnership, other than the lessee's horses, shall be
from
kept on the farm, except that the lessee may pasture stock for outside parties with the consent of the lessor, the proceeds to
be shared equally.
Section 13. Orchard.
The
lessor agrees to furnish
a sprayer
and the poison
for spraying the fruit trees,
and the
lessee agrees
The
to perform all the labor of spraying and pruning said trees. lessee shall be allowed fruit for family use on this farm only, the proceeds from the sale of the remainder to be shared
The lessee agrees to protect the fruit damage by stock. Section 14- Tile. The lessee agrees to keep the
equally.
trees
from
tile outlets
open and to replace broken

rial.
tile,
the lessor to furnish the mate-
The lessor Section 15. Building Repairs and Fence Repairs. agrees to furnish the necessary material and the lessee to do
the necessary
work
to keep the buildings
and fences
in
good
repair, except in the case of extensive repairs necessary to buildings to replace them in whole or in part following damage
accident, or to remodel in such a way as to be in reality a permanent improvement to the farm, in which case the lessor shall pay for the work necessary
by elements
or
by unavoidable
in
making such repairs. Help hired for this purpose shall cents per be boarded by the lessee at a charge of
meal.
Section 16. Hauling.
The
lessee agrees to haul to the
farm
LEASES
543
any material needed

to
for repair to fences, building or tiles,
and
do
all of
charge. to the lessor, all crops, livestock, or livestock products are to be marketed.
the usual necessary hauling about the place free of He shall haul to the nearest market, without charge
which
The lessee agrees to protect from leaching and tramping as far as is practical with the facilities which may be on the farm, all manure produced on said farm,
Section 17. Manure.
will
and to haul this manure to such fields and at such times as be most beneficial to crops and land.
Section 18. Weeds.
The
lessee
agrees to cut
all
weeds,
and bushes on cultivated fields, fence rows, ditch banks and road ways, and to keep same cut during each season. Section 19. Assignment and Subletting. This lease shall
briers
not be reassigned by the lessee, nor shall he sublet any part of the farm without the written consent of the lessor.
the lessee shall
Section 20. Enforcement of Performance of Agreement. If fail to perform any labor or fail to take care of
the farm as provided in any of the covenenats of this lease, the lessor may hire others to perform such labor or repair the damage due to such neglect, and charge the cost of such
labor or the
amount
of such
damage, or both, to the
lessee,
of such charge to become a prior lien on the undivided one-half interest in stock and crops of the lessee. Section 21. Forfeiture and Arbitration. If the lessee shall
the
amount
fail to perform the labor or exercise the care agreed upon to such an extent as to threaten or cause serious injury to crops,
stock or farm, the lessor shall have the right to re-enter and take full possession of the farm, and the lessee shall peaceably
vacate the premises. The differences between the two parties shall be referred to a board of three arbitrators, one to be
chosen by each party and the third by these two.

cision of these arbitrators shall be final
The
de-
and binding upon the
Ground Plowed, etc. Upon the termination of this lease the lessee agrees to leave as much clover and alfalfa seeded, as much land in meadow, and as
parties of this contract. Section 22. Clover Seeded,
much ground plowed

this being
as
when he took
understood to be
possession of the farm, acres of clover, acres
544
of alfalfa,

acres of
meadow and
acres of plowed
ground.
to be Reimbursed for Limestone, Fertilizer, In case of the termination of this lease before the lessee shall have secured the just benefits from any expense he may
Section 23. Lessee
etc.
have in good faith put upon the farm, the lessor shall reimburse him to the amount such expense would benefit an in-
coming tenant. If raw rock phosphate or ground limestone has been applied during this lease, the lessee shall be reimbursed by the
lessor for his share of such in the
ground as follows
if
limestone or rock phosphate still only one crop has been grown since
the application the lessee shall receive three-fourths of the total cash cost of his share of such material applied; if two
years' crops have been grown he shall receive one-half, and if three years' crops have been grown, one-fourth of said cost.
In addition the lessor shall reimburse the lessee for that portion of the lessee's cost of hauling and distributing from which he has not yet benefited. This reimbursement for hauling
shall
be at the following rates per ton:

since the application phosphate; after one
if
grown
rock
for limestone
no crop has been and for

for
year's
crop
limestone
and
for rock phosphate; after two year's crop for limestone and for rock phosphate; after three years' for limestone and for rock phosphate. No crops
be made for limestone or rock phosphate have been grown. If acid phosphate, complete fertilizer, or other readily available fertilizer has been applied at the rate of three hundred pounds or less per acre, and one crop has been grown since its application, no reimbursement shall be made to the lessee for his share of such fertilizer, but if such fertilizer has been applied at the rate of more than three hundred pounds per acre and only one year's crop grown since the application, the lessor shall reimburse the lessee for fifty per cent of the lessee's share of the cash cost of such fertilizer in excess of
reimbursement
shall
after four years' crops
three hundred pounds.
For applying barnyard manure, the lessee shall be reimbursed in full for a reasonable cost of application (not including
LEASES
545
value of manure) in case he leaves the farm before a crop is grown on such manured land in case one crop has been grown
;
he shall receive one-half, and in case two crops have been grown he shall receive one-fourth, of the cost of applying such manure. The lessee shall be reimbursed for any large amount of work
or large expense put on buildings, fences, or other improvements, when failure to receive same would be a manifest injustice to said lessee.
From
the reimbursement as determined above shall be
subtracted $ which is agreed as the value, figured according to the above rules, of one-half of the fertilizer and lime unused in the soil, and of the cost of applying such material and applying manure still unutilized in the soil at the time the lessee takes possession of the farm. If this amount is greater than the amount the lessor should reimburse the lessee as determined above in this section, the two amounts
shall be considered as balancing each other and no reimbursement shall be made. The lessee shall present in writing his claim for all reimbursement upon the termination of this lease, and if no agreement upon the termination of this lease, and if no agreement
can be reached the matter shall be submitted to three disinterested parties chosen as provided in section 21 of this lease. The decision of these arbitrators shall be final and binding
upon the two
parties to this contract. Section 24- Final Settlement. Upon the termination of the lease all partnership property shall be sold at public auction
or private sale, or otherwise disposed of to the best interest of the two parties.
Section
25. Accounts
and
Inventories.
The
lessee
shall
make a
lease.
detailed inventory of all partnership property upon the first of each during the continuance of this
In making this inventory all farm feeds shall be valued at their market price, less the approximate cost of hauling to market. Purchased prepared concentrates shall be valued at purchase price plus cost of hauling to farm.
The
lessee shall
keep accurate accounts of
all
transactions
pertaining to the farm business, using for this purpose, and
546
for the inventories

above mentioned, the Purdue Farm Record some other system approved by the
shall at all times
Book, unless he prefers

lessor.
Such inventories and accounts

to the lessor.
be accessible
Section 26. Ingress and Egress. The lessor shall have the right of ingress and egress to all parts of said farm for any purpose not in conflict with the lessee's right of quiet enjoy-
ment.
In Case of Death. If lessee shall die during the of this lease the lessor shall have the right to retake possession of said premises, to employ such labor as may be
Section 27.
term
necessary to perform the work which the lessee should have performed, deduct the cost of such labor from the lessee's
interest in the crops and livestock or from the proceeds to be derived from their sale, and pay the balance to the represen-
tatives of said lessee.
set their
In witness whereof the said lessor and lessee have hereunto 19 ... hands on the day of
,
Lessor.
Lessee.
Notes on Crop Share
Farm Lease
(Notes and Lease prepared by Professors
LYNN ROBERTSON
and M. L. FISHER
of
Purdue University.
In this crop share lease the tenant is given special induceto keep livestock. One of the greatest faults of most of methods rental is that the landlord's share of cropshare from is sold the farm and the tenant keeps only enough crops his livestock to consume own share of the crop. This is usually not enough livestock to keep up the fertility of the land or to give the tenant the most profitable farming business. Farm records in Indiana show that over a period of years the most profitable systems of farming are those in which sufficient livestock is kept to consume most of the crops produced in a
ment
LEASES normal year.

economically,
directly to
547
The
livestock keeps
up the
fertility of
the
soil
roughage advantage and gives more
utilizes
that
cannot be marketed
use of
efficient
man and
is
horse labor
by
furnishing
employment at times when work
not needed on crops. On a rented farm the amount of livestock kept, and in fact, the entire farming system followed, depends largely on the lease used. This lease is therefore written with the thought of
encouraging the tenant to keep considerable livestock by the

following provisions:
The tenant must have at least a certain acreage in legume hay and can have as much of this hay for feed as he has
(1)
livestock to
all
which to feed it economically. If he does not feed the hay, the receipts from its sale are shared equally with
the landowner.
(2)
The tenant has the
privilege of
buying the landlord's
share of corn and small grains at slightly less than market prices, for feeding on the farm, but if he does not purchase it for
must deliver it to market for the landlord. These two provisions are somewhat new in Indiana, but the value of the first of these inducements has been demonstrated by over fifty years of successful leasing on fifty-six farms in another State (see U. S. Farmers' Bulletin 437). Although these provisions may seem to favor the tenant, the landlord who gives these inducements will benefit on account
feeding he
of the increase in fertility of the farm, his greater profits through increased crop yields, and his having a tenant who is
satisfied in following
a profitable system of farming. This contract further differs from ordinary crop-share contracts in the following ways
:
(1)
Instead of having the same division of
all crops,
the
crops are divided more nearly in proportion to the tenant's and Thus the tenant gets a larger landlord's cost of production.
share of such intensive crops as potatoes, tomatoes and tobacco than of general crops because his labor expense on these crops
is
the farm is reimbursed for unexhausted improvements he puts on the place. In this way the tenant is encouraged to improve the farm, knowing tha*t if
proportionately higher. (2) The tenant upon leaving
548
it
for him to leave earlier than expected he be reimbursed for such improvements. Although this contract provides that the tenant receive fruit for family consumption before the fruit crop is divided, such a practice is merely a customary inducement that the landlord gives to secure a good tenant, and if the landlord lives near the farm and wants an equal amount of fruit for his own family there is no reason why the contract should not provide
becomes necessary
will
this.
It must be recognized that the provisions of this lease or any other lease, will need modifying to fit varying conditions. In a general way the landlord's furnishing of land is supposed to
offset the tenant's operating expenses, the largest of
which
is
labor. Where priced, the landlord's contribution is high in proportion to the tenant's, as the tenant's expense does not increase in the same proportion
land
is
very productive and high
as the increase in quality of land. Vice versa if the landlord furnishes poor low-priced land, his contribution is low in proportion to the tenant's, as the work in operating a poor field is
nearly as great as and often greater than in operating a good field. Therefore on very good or very poor land, the division of
investment, operating expenses, or share of crops should be varied to meet the conditions.
Farm Lease Contract

CROP SHARE
of
lessee,
THIS AGREEMENT, made

,
(Livestock Encouraged). 19
,
.
between
,
lessor,
and
of
WITNESSETH, that the said lessor has leased to said lessee acres situated and described as follows farm of
for the
his
purpose of farming, subject to the conditions hereinafter
set forth.
This lease is for a one-year period but becomes automatically renewed from year to year until terminated by mutual consent, by failure of either party to keep the covenants of this agreement,
1.
Period and Renewal.

,
beginning
19
LEASES
or
its
549
to
by written
2.
notice six
months previous
any
of
termination on that date.
What Each Party Shall Furnish. The lessee shall furnish labor, work horses, machinery, seed (except clover and grass
be furnished by each party), twine, machine and fuel expense for threshing, hulling, shredding, silo rilling and baling. The lessor shall pay for limestone used and the lessee shall haul and distribute this lime free of charge
seed, half of
shall
which
to the lessor.
Fertilizer shall
be furnished by the lessor and lessee in the
proportion in which they share in the crops on which such terial is applied as hereinafter provided.
3.
ma-
Crops and Seed Treatment. The crops to be grown and treatment to be given on each field of the farm during the continuance of this lease shall be such as are mutually
the
soil
agreed on except that the lessee hereby agrees to sow each year between and acres to clover, or to a mixture
of clover
and timothy
in
which there
is
at least
parts of
clover to
parts of timothy.
In case this seeding of
and timothy does not result in a stand worth leaving for hay the lessee shall sow to cow peas, soy beans, or other legume satisfactory to the lessor, the land on which said
clover or clover
The seed for such crop shall be furnished onehalf by each party. Not over acres shall be in pasture or hay any one year. The crops raised shall be divided as 4. Division of Crops. follows: Each party shall receive one-half of all wheat, oats,
clover failed.
rye, barley, corn, clover seed, or soy bean seed. If any tomatoes or potatoes are grown except in the garden plot the lessor shall receive one-third and the lessee two-thirds of such crops.
lessee shall receive for feed for his livestock including horses, such hay raised on the farm as is needed for good re-
The
with such livestock, but shall not waste such hay by bedding or excessive feeding. If not enough livestock is kept to consume economically all the hay the remainder shall be sold and the proceeds shared equally. Inasmuch as the lessee shall have been at no expense in connection with putting in clover in the acre field in clover, the first year he shall pay the lessor $ per acre
sults
550

I
for every acre of clover cut for

shall
5.
hay
in
This hay
lessor $
then be divided as provided above.

Pasture.
The
lessee shall
pay the
per
acre for all pasture land on which no hay crop, grain crop or cultivated crop is grown during any one year. He may without
but he shall not

trampling
will
charge, pasture aftergrowths as is customary in good husbandry, let his stock run on fields when the pasturing or
pack or in other ways injure said
fields or crops.
first
The
6.
lessee shall not pasture
hay land previous to the
cut-
ting in
shall
any
year.
Straw and Manure. No straw, corn fodder or manure be sold from the farm, nor shall any straw piles be burned. The lessee agrees to protect all manure from leaching and trampling as far as is practical with the facilities on the farm, and to haul this manure to such fields and at such times as will be most beneficial to crops and land.
7. House, Garden. The lessee shall have the house, and a truck patch, the latter not to exceed for the use of his family. He agrees to keep the premises in neat and tidy con-
dition,
and to protect
all vines,
shrubs,
and shade
trees
from
injury.
8.
Fuel for Use on the Farm.
The
lessee shall
have the down
and dead timber for fuel, but shall not use for fuel any logs suitable for saw timber, or any sawn timber or rails, nor shall
he cut down
9.
live trees.
Building Repairs and Fence Repairs. The lessor agrees to furnish the necessary material and the lessee agrees to do the
necessary work to keep buildings and fences in good repair, except in case of extensive repairs necessary to buildings to replace them in whole or in part following damage by elements
accident, or to remodel in such way as to be in reality a permanent improvement to the farm, in which case the lessor shall pay for the work necessary in making such
or
by unavoidable
repairs.
Hired help for this purpose shall be boarded by the

per meal.
of
lessee at 10.
a charge of Hauling Purchase
Lessor's
Share
of
Crop.
The
farm any material needed for repair of fences of buildings and to do all the necessary hauling about the place free of charge. He shall care for and deliver to the
lessee agrees to haul to the
LEASES
551
lessee
nearest market the lessor's share of crops, provided that the has the privilege of purchasing the lessor's share of corn
and small grain for feeding on the farm at five per cent less than the market price at the time the lessor wishes to market. The lessee agrees that if he purchases any crop from the lessor his own share of said crop as well as the share purchased from the lessor shall be used on said farm for feed or seed, or he shall pay the lessor the value of the reduction in price from which he benefited on the amount of crop sold. 11. Weeds, Tile. The lessee Agrees to keep weeds and briers cut on the farm, to keep tile outlets open and to replace broken
tile,
the lessor furnishing the material.
The lessor agrees to furnish the sprayer and the poison for spraying the fruit trees and the lessee to perform all the labor of spraying and pruning the trees. The lessee
12. Orchard.
be allowed fruit for family use on this farm only, the proceeds from the sale of the remainder to be shared equally. The lessee agrees to protect the trees from damage by stock.
shall
This lease shall not be Assignment and Subletting. by the lessee, nor shall he sublet any part of the farm without the lessor's written consent.
13.
reassigned
Enforcement of Performance of Agreement. If the lessee shall fail to perform any labor or fail to take care of the farm as provided in any of the covenants of this lease, the lessor may
14.
hire others to perform such labor or repair the damage due to such neglect, and charge the cost of such labor or the amount of such damage, or both, to the lessee.
If the failure is sufficient to cause or threaten serious injury to crops or farm, the lessor shall have the right to re-enter and
take full possession of the farm, and the lessee shall peaceably vacate the premises. The differences between the parties shall be referred to a board of three arbitrators, one to be chosen by
each party and the third by these two. The decision of these three shall be binding upon the parties to this contract. 15. Lessee to be Reimbursed for Limestone, Fertilizer, etc.
In case of the termination of this lease before the lessee shall
have secured the just benefits from any expense he may have in good faith put upon the farm, the lessor shall reimburse him to the amount such expense would benefit an incoming tenant.
552
If
raw rock phosphate or ground limestone has been applied during this lease, the lessee shall be reimbursed by the lessor for
his share of such limestone or rock
as follows
if
phosphate still in the ground one has been only crop grown since the application
the lessee shall receive three-fourths of his total expenditures for such material applied, including the cost of handling the
whole application;
if
receive one-half, and fourth of said cost.
two years' crops have been grown he shall if three years' crops have been grown, one-
The
per ton. stone or rock phosphate after four years' crops have been
No
reimbursement
cost of hauling shall be considered shall be made for lime-
grown.
If
acid phosphate, complete

fertilizer
fertilizer,
or other readily avail-
has been applied at the rate of three hundred able pounds or less per acre, and one crop has been grown since its application, no reimbursement shall be made to the lessee for his share of such fertilizer, but if such fertilizer has been applied
more than three hundred pounds per acre and only one year's crop grown since the application, the lessor shall
at the rate of
reimburse the lessee for fifty per cent of the lessee's share of the cash cost of such fertilizer in excess of three hundred pounds. For applying barnyard manure, the lessee shall be reimbursed
a reasonable cost of applying (not including value of manure) in case he leaves the farm before a crop is grown on such manured land; in case one crop has been grown he shall receive one-half, and in case two crops have been grown he shall receive one-fourth, of the cost of applying such manure. The lessee shall be reimbursed for any large amount of work
in full for
or large expense put on buildings, fences, or other improvements, when failure to receive same would be a manifest injustice to said lessee.
From
the reimbursement as determined above shall be
subtracted $
which is agreed as the value, figured rules of one-half of the fertilizer and above the to according lime unused in the soil, and of the cost of applying such material
still
and applying manure
unutilized in the soil at the time the
If this amount is greater lessee takes possession of the farm. than the amount the lessor should reimburse the lessee as
determined above in this section, the two amounts
shall
be
LEASES
553
considered as balancing each other and no reimbursement shall
be made.
The lessee shall present in writing his claim for all reimbursement upon the termination of this lease, and if no agreement
can be reached, the matter shall be submitted to three disinterested parties chosen as provided in section 16 of this lease. The decision of these arbitrators shall be final and binding
upon the two
parties to this contract.
16.
Accounts and Inventories.
The
lessee
shall
first
make a
of each
detailed inventory of all farm property
upon the
during the continuance of this lease and shall keep accurate accounts of all transactions pertaining to the farm
business, using for this purpose,
and
for the inventories
above
mentioned, the Purdue Farm Record Book, unless he prefers some other system approved by the lessor.
Such inventories and accounts

to the lessor.
shall at all times
be accessible
In witness whereof the lessor and lessee have hereinto set

their
hands
19 ...
Witnesses
Lease
of
Department
in
Department Store
,
AGREEMENT made
hereinafter
called
between
hereinafter called
and the Department, WITNESSETH:

the
Store,
Main
WHEREAS, the Main
Store
is
desirous of leasing a certain
part of its premises for occupation of a to the Department and the Department
department
is
desirous of securing
such space from the Main Store;
Now, THEREFORE,
mutual covenants
and promises herein contained, the
parties agree as follows: 1. The Main Store hereby leases to the Department, and the Department does hereby agree to accept such lease, and
the
Store agrees to permit the Department to occupy the space as hereinafter set forth. The terms and conditions of the use and occupation of said space by Department
the^
Main
554
shall

to
is
extend from space to be occupied

the
building
and including
,
The
in
in
known
,
to be approximately at as
,
the
City of
of location
State of
subject to change
Store.
whenever requested by the Main Main Store agrees that the Department shall
The
use of such space for the sole purpose of selling said premises and not elsewhere.
2.
have the at retail on
all
The Department agrees to keep open passageways at times through and from said department to elevators and aisles of said store without obstruction of any kind, and also
agrees to devote sufficient open space for cashier and bundle desks to accommodate said Department at such place therein
as said
3.
Main Store shall from time to time direct. The Department covenants, promises and
Department
at
all
agrees
to
carry in stock in said
times a
full line of
new and
salable stock of such of the merchandise hereinbefore

it
sell and of the type preand the amount of such stock which be fully complete and ready for sale hours of the store and the the business times at all during Department agrees that it will mark all goods in said Department in plain figure and strictly maintain one price in the sale of goods in its Department and that it will not sell its
described which
has the right to
vailing for the time being shall thus be carried shall
merchandise for a higher price than asked for similar goods by other stores and whenever the asking price thereof be too high, it will make such reduction as the Main Store shall require and will conduct its department in a proper and becoming manner and in accordance with the rules and regulations of the store as prescribed from time to time by the Main Store.
4.
The Main
Store agrees to furnish the Department ade-
quate heat and light for said premises, said light to be furnished by the Main Store to be reasonable light for lighting
purposes.
5.
it
The Department
agrees to advertise the goods sold by
in said premises through the advertising department of said store in connection with the advertisements of said Main
Store in such
mediums
as are selected to be used
by the Main
to the
Store, such advertisements to be in
form satisfactory
LEASES
555
Store and said advertisements to be paid for by the Department at the cost thereof, to the Main Store, and the
Main
Department agrees that
it will
advertise
its
goods judiciously
for the furtherance of its business
and that the Department

of its gross sales for such
agrees to expend not less than advertisements.

6.
In consideration of the foregoing, the Department agrees to use the premises hi a becoming and proper manner and
solely for the purposes above set forth and for no other purposes, that it will not assign or underlet said premises or any
portion thereof or permit any other person or persons, corporation or corporations to occupy the same without the written consent of the Main Store therefor first had and obtained and that at the end of said term or any extension thereof, or on the sooner termination of this lease, it will quietly and peacably surrender up possession of said premises of the Main
good order and repair same now are or may hereafter be put in, reasonable wear and tear of the elements excepted; that it will not put up any signs on the inside or outside of the said premises without the written consent of the said Main Store, first had and obStore, its successors
and
assigns, in as
as the
said
tained therefor, nor contract any bills in* the name of the Main Store or in any way, directly or indirectly, involve
Main Store in any expense or liability; and that all made on said premises by said Department, shall be made in the name of said Main Store and returns thereof immediately made to said Main Store by the person making
the said
sales
such
7.
sales.
The Department
(
. . . .
%)
agrees to pay, as rent for said premises per cent of all sales made on said premises,
by said Department, its officers, agents and servants, and agrees to pay the cost of all advertising of its merchandise and all other expenses for maintaining its business. The Main Store shall have the right to deduct all such amounts which may be due the Main Store for rent and other expenses paid by the Main
Store for the Department, from the sales of the Department; and the Main Store agrees to pay the remainder of said sales
to the
Department during the day following that
in
which
such
sales are received.
556
8.
The Department and
its
employees
shall at all times
during the term of this lease or any extension thereof be governed by all rules prescribed by the Main Store for the
of its stores and shall conduct its said department due with regard to the rights of the Main Store. 9. The Department guarantees that the net sales in the department which are hereby leased to the Department shall dollars in each year during the be no less than term of this lease; and that the Main Store is hereby authorized by the Department to deduct from the sales a pro rata amount
managment
each day during the continuance of this agreement so that the amount deducted for rent each year shall be no less than dollars in each year and that at the end of each week an accounting and settlement shall be made and if the dollars sales of said Department shall be more than for said week, the Main Store shall have the right to deduct
the difference due
10.
it
under
this
agreement from the
sales.
The Department
.
count of %) ( and such other customers who are entitled to discount under
.
further agrees that it will allow a disper cent to all employees of said store
Main Store. The Department agrees that in the use of its fixtures and in the display and arrangement of its merchandise, it
the regular rules of the
11.
will at all times
submit to the dictation and direction of the
Store with respect to all matters of taste and style and manner of arranging the merchandise in its Department.
Main
12.
The Department
shall
not employ any person in the
Department herein leased, who is objectionable to the Main Store and upon notice from the Main Store, the Department agrees to remove promptly any such objectionable parties from the premises. 13. The Main Store shall have the right to make any and all such changes in the premises or Department whenever the
Main
14.
deem The Department

Store shall
necessary. agrees that
it will
furnish a competent
manager to be present at all times during business hours of the Main Store, who shall devote his entire time and attention
for the
the department which
purpose of promoting and furthering the business of is herein leased to the Department.
LEASES
557
all
of the
The keys of said store Main Store. 15. The Main Store
shall
be at
times in the possession
shall not
be
liable for
damage
of
any
kind or nature to the Department or any person employed about said Department by the Department or to its officers,
at
agents or customers, and the Department agrees to carry its own expense, liability and fire insurance for said
16.
premises.
In case said Department shall fail to carry out any of the terms of this lease or agreement on its part to be kept and performed, or for any reason be unable to properly conduct its business, said Main Store may terminate this lease and
all
rights of said
Department
to occupy or use
any
of the
premises aforesaid shall thereupon end and determine, and

said
at once quietly
Department and all persons claiming title under it, shall and peaceably vacate said premises; but said
termination of said lease shall not in any way prevent or interfere with said Main Store from recovering from said De-
partment any rent or other payments due under any of the provisions hereof or any damages theretofore accrued for any breach of any of the terms of this agreement by said Department. 17. In the event proceedings in bankruptcy are commenced against either of the parties, or either is adjudicated a bankrupt, or a receiver of either is appointed and qualifies, then in such event, either of the parties as the case may be, may terminate
further rights and obligations thereunder, by three days' notice in writing to the other, in which event, upon the expiration of said three days from the mailing of said notice, this lease shall terminate, expire and come to an
this
all
agreement and
end.
18. The Main Store agrees to furnish to the Department, from time to time, at the discretion of the Main Store, space in its show window for display purposes of the merchandise of the Department. Said space shall be subject to directions of the
Main
19.
Store.
The Department agrees to pay to the Main Store, on dollars to be applied the execution of this agreement Store towards the Main the payment of the last month's by
558

which
is
rental of this agreement, receipt of
hereby acknowlheirs,
edged.
20.
This agreement shall be binding upon the
executors
successors
and assigns
of the parties.
Option for renewal of lease

Williston, Sections 44, 53, 61, 140, 415, 620, 873, 1405, 1431,
1441, 1940;
Probst
504;
v.
Rochester Steam Laundry, 171 N. Y. 584, 64 N. E.

Zap, 115 Misc. 619, 189 N. Y. Supp. 88; Wellington, 101 Misc. 594, 167 N. Y. Supp. 465.
v.
Giordano
Moran
v.
hereby granted an option of a lease upon the demised premises for an additional term of years at the expiration of the term of this lease at the rental of $ to contain covenants and agreements the same as per
is
The Tenant
this lease except as to the
amount
of rent
and the term, provided
that the Tenant days' written notice previous to the expiration of this lease of his intention to exercise this option.
shall give the
Landlord
Guaranty
of
Lease
Williston, Sections 11, 62, 69, 97, 113, 142, 157, 413, 452-455,
457, 459-463, 465, 467, 468, 470-477, 482, 576, 625, 888,
1237, 1251, 1253, 1945, 1991;
Lindenberg
Stillman
v.
Evansville National
Rowland, 187 N. Y. Supp. 917. Bank v. Kaufman, 93 N. Y. 273; Northrup, 109 N. Y. 473, 17 N. E. 379.
v.
In consideration of the letting of the demised premises within mentioned to the tenant and other valuable considerations, I
hereby covenant and agree to and with the Landlord
and
by
of
his legal representatives, that if any default shall be made the Tenant in the payment of the rent or in the performance
and agreements contained on the Tenant's part, that I will pay the said rent or any arrears thereof, and also any and all damages which may arise in consequence of the nonperformance of said cove-
any
of the covenants, conditions
in the within lease
LEASES
nants conditions and agreements or any of them without quiring any notice of any such default from said Landlord.
559
re-
Guaranty
of Lease.
WHEREAS,
a corporation of the State of
New York
(hereinafter called the "Guarantor"), requires for its corporate business the control of the premises described in
the lease hereto annexed, bearing even date herewith, made between as Landlord (hereinafter called the
"Landlord"), and
lay of
as Tenant, which control
the Guarantor can secure without requiring an immediate outits own funds if said lease be made to said Tenant, who has agreed, in the event of obtaining such lease, to let to the Guarantor space in said premises for the purpose of its corporate business and not to permit any other portion of the premises
described in said lease to be occupied for any similar purpose;
and
refused to grant said lease to said Tenant unless this agreement of guaranty is made simul-
WHEREAS, the Landlord has
taneously therewith;
of the
Now, THEREFORE, the Guarantor, for and in consideration sum of One Dollar to it in hand paid by the Landlord,
in order to secure the control of the said premises as aforeand in order to induce the Landlord to make and grant
and
said,
its all
said lease, does hereby guarantee unto the Landlord and to successors and assigns the full and faithful performance of
lease
the terms, conditions, covenants and provisions of said on the part of said Tenant therein, to be performed and
full
the
and prompt payment
of all
moneys that may grow due
thereunder to the Landlord or to its successors or assigns. The Guarantor hereby expressly waives any and all notice of any default whatsoever in any of said terms, conditions, covenants,
The Guarantor hereby expressly provisions or payments. no waiver that future agrees by the Landlord of any right under said lease or future consent given by the Landlord or future
agreement modifying said lease or any of its terms, conditions, covenants or provisions shall in any manner operate to release or lessen the liability of the Guarantor hereunder.

Employment Contract
Motion Picture Director
day of .... AGREEMENT, made and entered into this a between and corporation duly by of the laws of the virtue and under and by existing organized
,
,
State of
of the
,
"
County
of
Employer," and and State of
Employee," WITNESSETH: For and hi consideration of the sum of One Dollar, and other good and valuable considerations, each to the other paid at or before the ensealing and delivery of these presents, the receipt whereof is hereby acknowledged, and in further consideration of the covenants, conditions and agreements hereinafter contained and set forth, the parties hereto have agreed, and do hereby covenant and agree, as follows 1 The Employer shall, and hereby does employ the Employee as a DIRECTOR in and about its business of producing plays and scenes, and thereof taking, making and producing moving picture films, for and during the term herein provided, upon the express condition that all duties, obligations and agreements on
: .
"
Employee assumed and entered into, shall be Emfully performed and kept. Upon such performance, the comor a week each to the shall salary Employee ployer pay
the part of the
pensation
2a.
of
agrees that he will, during the term aforesaid direct, exclusively for and in the moving picture productions of the Employer, and that he will not during said term
The Employee
nor act or appear or participate in any moving picture production or productions whatsoever, or render any services of any kind or character in any way connected with theatrical
direct,
or
moving picture productions, art
or business for
any other
person, persons, firms or corporations; or make any public or private appearances in any way connected with theatrical
560
561
or moving picture representations, productions or shows, without the written consent of the Employer. (b) The Employee agrees that he will not, during the period commencing with the date of this agreement and expiring three months after the completion of the last motion picture
directed by the Employee, pursuant to this agreement, cause or permit the use of his name or the advertising or publicity thereof in connection with any motion pictures other than those directed
ing,
by the Employee pursuant to this agreement, excepthowever, motion pictures completed before the date of this
agreement.
The Employee further agrees that he will direct, as by the Employer, in and for the production of plays and scenes to be produced upon any brand or brands of moving picture film now manufactured or which hereafter may be manufactured by the Employer or otherwise, and such services being matters of art and taste and subject to changing conditions, agrees to perform and render the same to the full satisfaction of the Employer at all times, and that he will per3.
directed
form such services wherever required or desired, as the

ployer
Em-
may direct, or find necessary or convenient in or to the staging of plays or scenes for such moving picture productions.
In the event that the Employee shall be required to direct in or its environs, the any place other than the City of
Employer
4.
shall
pay the traveling expenses
of the
Employee
excepting hotel bills.

the Employee does hereby expressly authorize the photographing by the Employer of any and all his plays, of
And
any and
thereof
kind or kinds, and the production and reproduction by photography, printing and all other methods; and in and to the same and all or any parts thereof, the Employer of, shall have the sole control, right, title and property, and right
all
of copyright therein and thereto, as fully and completely, and to all intents and purposes, as the Employee might, could or
would have enjoyed the same had not this agreement been made and entered into, and during said term and thereafter in respect of any and all matters and things, rights and interests of every kind then or therein performed, accruing, arising, or taking place, the Employee shall and will neither authorize
562
nor attempt to give any authorization or transfer of or respecting any right, privilege, title or interest in or to or any matter or thing whatsoever.
5.
any
of the
same
In the event that by reason of sickness, the Employee shall become incapacitated from performing the terms of this agreement, thereupon the same shall be suspended both as to services and compensation, but the Employer, at its option, in such case, shall have the right because of such inability to terminate this agreement.
6.
The Employee
further agrees that
if,
for
any
reason, the
obligations, undertakings, covenants and conditions herein set forth and on his part to be performed, or any of the same, shall not be kept, carried out and performed in a manner satisfactory to the Employer, then and in that event, the Employer,
at
its
option,
rights of the
declare this contract terminated, and all Employee thereunder shall thereupon cease and
may
determine, saving his right to compensation for any and
all
time during which services shall have been actually performed as aforesaid; his right, however, shall be in addition, and not to the exclusion of the right of the Employer to enjoin the Employee from performing services for any other person or persons, firms or corporations, during the term in this agreement set forth and limited, and shall not preclude the Employer from resorting to any other remedy, legal or equitable.
7.
The
services of the
Employee being unique and
peculiar
in their nature, the Employee hereby expressly agrees that the Employer shall be entitled to injunctive or other proper equitable relief to prevent a breach of this agreement by him. This
provision, however, shall not be construed as a waiver of any other rights that the Employer may have in the premises by an
action for damages or otherwise, but shall be in addition

thereto.
8.
This contract and
all
for the enforcement thereof shall be construed
the provisions herein contained and enforced
according to the laws of the State of

9.
This agreement shall commence on the day of and shall remain in force and effect for the term of from said day, and shall inure to the benefit of and be bind,
ing
upon the successors and assigns of the party of the
first
part.
563
Employment
of Actor for
Motion Picture
herein-
AGREEMENT made
after designated as the
between
hereinafter Employer, and as the designated Employee. WHEREAS, the Employee is a motion picture actor and the Employer is engaged in the business of producing motion pictures, and
the Employer recognizes that the Employee's services, talents, and abilities as a motion picture actor are excellent, rare, unique, uncommon and of a peculiar and extraor-
WHEREAS
dinary nature, and will be of great value to the Employer in the prosecution of its business, and WHEREAS the Employer realizes that these talents, services
and
abilities of
cated,
the Employee, being so unique, cannot be dupliand knows that he (or she) has these said qualities, and
it
WHEREAS, the Employee recognizes that reasons that the Employer seeks to engage
its service,
1.
is
for
these
him
(or her) hi
WITNESSETH:
as a motion
The Employer hereby engages the Employee
picture actor to act, play, perform and take part in any capacity designated by the Employer ha motion picture productions of
any nature whatsoever, including rehearsals therefor as ordered by the Employer at the studio or studios of the Employer in or on designated location, or at any other place required by the Employer for a period of years, comand for a mencing ending salary of and for a salary years, commencing ending
of
2.
weekly.
accepts said employment and promises and agrees to so act, play, perform and take part in the manufacture and production of motion pictures by the Employer as herein provided for at the compensation above mentioned.
The Employee
agrees to attend daily during established hours (whether cast or not) for the performance of working his duties wherever and whenever required, it being expressly
3.
The Employee
agreed:
564
(a)
TH LAW OF CONTRACTS
excuse from work, duties or attendance at the studio or on location or other place as required hereby shall be deemed good or sufficient unless the said excuse
No
be in writing signed by the Assistant Director or Directors which the Employee is engaged at the and it is time, mutually agreed, and the Employee hereby acknowledges that he has notice, that no agent of the Employer, whether he be Director or Assistant Director or
of the production in
other agent has authority to grant such written excuse for a period of more than one day, and that in no event shall
a written excuse for more than one day be deemed authorized.
(b) Inclement weather shall be no excuse for non-attendance hereunder. (c) The Employee agrees to abide by, obey and per-
form any and all orders, requests, communications, and regulations of the Employer.
(d)
rules,
The Employee
agrees that his method,
manner and
way of acting and performing shall at all times be subject to the approval and satisfaction of the Employer.
(e) It is agreed that the enumeration of the duties of the Employee as hereinbefore stated is merely illustrative and not exclusive of the other duties of the Employee
which
(f)
may
arise.
agrees that during the term of this contract he shall devote all his time, talents and services
exclusively to the use
(g) The Employee modern wardrobe necessary
The Employee
benefit of the Employer. shall provide at his own expense all
and
to properly dress for parts
in
which he
(h)
may
be cast as directed and instructed by the

shall provide at its
Employer.
The Employer
what
own expense
all
costuming for the Employee.

sole judge as to
clothes are
The Employer shall be the modern clothes and what
clothes are costuming.

It is agreed that during the continuance of this contract the Employee will not perform, act, play or take part in any
4.
rehearsals, plays, acts, scenes or motion pictures, or engage in any pursuit in any way whatsoever, connected or allied with
565
the theatrical or the motion picture business, for any other person, firm or corporation, and that he will not assist in any
directly or indirectly any other person, firm or corporation in the rehearsal, manufacture or production of motion
way
pictures or stage plays during the term hereof, and that during the term of this contract he will not engage in the production
of
motion pictures except
for the
Employer as provided
for
herein.
5. The Employee agrees that he will not, during the period commencing with the date of this agreement and expiring three months after the completion of the last motion picture in which
he appears, pursuant to
of his
this agreement, cause or
permit the use
name or the advertising or publicity thereof in connection
with any motion pictures other than those in which he appears pursuant to this agreement, excepting, however, motion pictures completed before the date of this agreement. 6. The Employee further agrees that during the life of this contract he will not appear in any public or private performance of any nature whatsoever, except by the written consent
of the
7.
Employer.
grants to the Employer the privilege or option to continue this contract for an additional period of after the expiration of the original term hereof,
The Employee hereby
provided that during the original term of this contract the Employer pays to the Employee in addition to the salary
per week as compensation and consideration for said privilege and option for extending the period of this contract for said additional term and upon payment of such sums this contract to remain in full force and
hereinbefore mentioned
effect for the option period hereinbefore
mentioned, providing, however, that the Employer notify the Employee in writing of its intention to avail itself of such option, at least
days before the expiration of the original term of this contract.
agreed that the salary of the Employee for such additional period hereinbefore stated, if the Employer avail dollars per week. itself of its option, shall be
8.
It is
9.
tise
The Employee grants to the Employer the right to adverthe Employee in connection with its motion picture pro-
566
ductions and to use photographs of the Employee for such

advertising and publicity purposes.
10.
No representations made by any
representative or agent
of the Employer, or by any other person, shall be binding or be considered a part of any agreement between the Employer
and the Employee unless herein expressly contained, and no

variations or modifications of this agreement shall be binding on the Employee unless in writing signed on the part of the
Employer by one
is
of its officers who it is duly mutually agreed the only person authorized to sign the same on behalf of the
Employer.
Contract
with
Salesman
to
Procure
Rentals
of
Motion
Pictures
AGREEMENT, made
between
as
this
day
,
of
(hereinafter
designated
,
the PRINCIPAL),
and
as
(hereinafter
1.
designated
the
SALESMAN),
WITNESSETH:
shall enter into the services of the Principal as its salesman, for a period of one year from the date hereof,
The Salesman
and
said salesman shall, subject to the performance of the duties, provisions and conditions herein agreed to be kept and
performed by the Salesman, devote his whole time, attention and energy to the performance of his duties herein mentioned, and shall not, without the consent of the Principal, either directly or indirectly, alone or with others, be connected with, or concerned in, any other business or pursuit, whatsoever, during said term of one year. 2. Said Salesman shall be assigned by the Principal to the
territory comprising
)
which Salesman shall take, perform and carry out instructions, from time to time, as to the price, rental or license fees at which any or all films controlled by the Principal shall be exploited in any theatre, or in said territory to which such Salesman shall be assigned; to solicit himself, or in connection with any agent, salesman or representative of the Principal,
567
bookings for the exploitation of films controlled by the Principal to perform and observe all rules and regulations which shall from time to time be made by the Principal for the sale and exploitation of all film, controlled by the Principal and specifically perform and carry out such other duties, from time to
time, as shall be assigned to
him by the
Principal, its officers
and duly authorized representatives. 3. It is distinctly understood and agreed, that all deposits, moneys, checks, notes, drafts, or orders for the payment of money, and all property that may be received as a deposit or otherwise by said Salesman in the performance of the duties and services under this agreement, shall be received, accepted, come to the hands of, and be handled by, said Salesman, as Trustee of the Principal, and all such deposits, moneys,, checks, notes, drafts, or orders for the payment of money and all other property, shall be paid and turned over to the Principal,
its representative, immediately upon the receipt thereof, by said Salesman, and in such manner as shall from time to time be directed by the Principal, without any deductions of any
or
nature or kind; and said Salesman is hereby constituted and appointed Trustee for such purpose only. 4. Said Salesman, subject to the control and instructions
of the Principal, shall keep and make proper and complete entries in, books to be approved or furnished by the Principal ; and said Salesman shall make, from time to time, such reports
promptly furnish copies of licenses, contracts or other for or on account of the booking or exploitation writings, of any films, as shall be required or directed by the Principal, its officers and agents. 5. That the compensation payable to said Salesman, for all services under this agreement, shall be as follows Dollars, payable on (a) A weekly salary of week. of each Saturday (b) The travelling expenses of said Salesman while actually travelling for the Principal, and then only, shall be paid by the Principal, which travelling expenses chargeable to the Principal
shall
and
made
shall not
exceed the actual moneys paid therefor by said Salesman, an itemized statement of which travelling expenses, attested by said Salesman, shall be furnished the Principal
568
weekly, and in no event shall such travelling expenses, exclusive of transportation charges, exceed the sum of $ per day. commission of per centum of all moneys col(c) lected by the Principal during the term of employment from
business secured
by
said Salesman, in said territory, payable
weekly. 6. Said services
may
be terminated at any time, by either
party giving the other one week's notice, in writing, except in case of unjustifiable conduct, or violation of any of the provisions of this agreement,
when
said services
may
be terminated
immediately, by the Principal. Upon the termination of said services by either party, for any cause whatsoever, said Salesman shall be entitled to the above salary and commission accrued and due him up to and
including day of termination and not thereafter, and said Salesman shall thereupon release the Principal, turn over all
books, accounts, moneys and other property in his possession belonging to the Principal, and this agreement shall come to an end.
IN WITNESS WHEREOF, the parties hereto have caused these presents to be duly executed, the day and year first above
written.
Contract for Production and Distribution of Motion Pictures.
AGREEMENT made
between
of
this
,
day
of
,
of to as the Distributor, and hereinafter referred to as the Producer, WITNESS-
ETH:
Product.
a)
T^
Producer hereby agrees to produce

( (
. . .
and
deliver to Distributor
feature
photoplays in not less
than
averaging
nor more
(
. .
than
reels
Each of said photoplays feet per reel in length. shall be of a high standard of production in respect
of acting, action, production, photography, settings,
None
locations, costumes and other details. of said photoplays shall be of a morbid,

shall they
gruesome or offensive character, nor
569
depict action with a class, sex, or sectarian appeal. (// a standard and quality can be agreed on, the following might be added: Each of said photoplays
Feature Unit.
be equal in standard and quality to the standard and quality of the photoplay entitled with which both of the parties hereto are familiar.) (fo) TWO original negatives and one good positive print from each, together with at least
shall
(
. .
still
photographs representing different scenes
in each photoplay, including the negative film plates of such still photographs, shall constitute
a feature unit, and the same are hereinafter " Feature Unit." ferred to as
Time
of Delivery.
(c) (
.
re-
The feature unit for the first of said

photoplays shall be delivered to Distributor and feature units of the
,
on or before
succeeding photoplays shall be delivered at intervals of not less than ) months and not (
. .
more than
of
livered.
Negatives.
(
.
.
( )
months
until feature units
photoplays
shall
have been de-
Each of the original negatives and all parts thereof of the respective photoplays when delivered shall be complete; ^wholly original and in no part duped negatives; fully titled and suband assembled in the proper sequence of scenes and parts. Each negative shall be delivered
titled;
to Distributor, carefully packed in tin cans, con( ) nor more than taining not less than
.
linear feet,
shall
and not wound on
reels,
and due precaution
be taken in packing to
prevent scratching or other injury to said negatives by friction or otherwise, and each can of negative
shall
be distinctly labeled
NEGATIVE NO. ... (TITLE OF PHOTOPLAY) PART ... OF REEL NO. ...
said original negatives shall be free from scratches, finger-marks, static, or improper devel-
Each of
570
THE LAW OF CONTRACTS opment and shall be framed uniformly throughout, and in the event that any of the negatives delivered by the Producer to Distributor fails to conform to any of the provisions of clause one of this agreement, the Producer agrees to do all things necessary to make the same meet the requirements of this clause of this agreement at his own expense. Each negative when delivered shall be accompanied by a complete title sheet. (e) The Producer further agrees to deliver to Distributor with each feature unit all of the cutout parts of the said negatives in addition to the negatives as assembled, such cut-out parts to be
delivered to Distributor, packed separately from the assembled negatives and labeled accordingly.
Cut-outs.
Custody
of
Negative.
negatives delivered hereunder shall remain in Distributor's custody and possession during the entire period of exploitation of the
(f)
All
respective photoplays, but said negatives shall remain the property of said Producer and shall be
returned to said Producer at the expiration of the period of exploitation of the respective photoPrint Require-
plays.
(g) The positive prints of each photoplay shall be delivered, cut and assembled in proper sequence, conformed to the negatives, with finished main titles and sub-titles, ready for projection on a
ments.
motion picture screen, with all parts carefully cemented together. All positive prints shall be delivered to Distributors packed in tin cans, and due precaution shall be taken in packing to prevent scratching or other injury to the same. can of positive shall be distinctly labeled:
Each
POSITIVE NO. ... (TITLE OF PHOTOPLAY)
PART
Selvage Number.
...
OF REEL NO.
...
(h)
The Producer
agrees to cause the numbers
appearing on the selvage edge of all Eastman negative film indicating the footage of the film,
571
ownership of
to be printed on the corresponding selvage edge of the positive print of the respective negative. (i) The aforesaid positive prints, together with
positive prints manufactured by Distributor from the negatives of each photoplay, shall be and remain the absolute property of Distributor, but all positive prints of said photoplay shall be
all
scrapped or destroyed immediately upon the withdrawal of same from circulation.

stui Photographs,
(j)
The
set of
still
photographs
of a
minimum
of
()
shall consist
different scenes
in each photoplay,
made on
by ten inches, and their sequence in the photoplay. Each still photograph shall be accompanied by a title descriptive of the scene in the photoplay depicted. Said set of
eight
still
gelatin negative, size arranged in the order of
photographs shall contain at least closeups showing the most dramatic incidents in
the photoplay and shall also contain several closeups of the leading members of the cast in the charpiace of Delivery,
acters personified by such artists. (k) Delivery of the feature units shall be
made
as follows:
1.
The negatives
'.
.
shall
tributor at
.or at
be delivered to Dissuch other place in
the United States as the Distributor
may from
time to time designate to the Producer in

writing.
2. The positive prints and still photographs shall be delivered to Distributor at
its
n
Rome
office in
8enl rfh
(a) Distributor shall have the right to cut, edit, change, re-arrange or eliminate any of the scenes in any of said photoplays at its discretion
2.
and
shall
change or eliminate
photoplay.
(b)
have the right to change the any of the sub-titles

title
title
or
in said
The main
of
each photoplay shall
carry the seal of approval of the National Board of
572

Review. The Producer agrees that should the National Board of Review or similar institution of
national character, after reviewing any of said
photoplays, require changes to be made, necessitating re-takes, it will make such re-takes at its
own
Exploitation Rights.
expense. and conveys ( a ) The Producer hereby grants unto Distributor the sole and exclusive right to
3.
lease,
license,
exhibit, exploit, distribute, traffic
in, or otherwise dispose of each of the aforesaid photoplays throughout the entire world for a
fol( ) years immediately period of lowing the date of delivery to Distributor of the respective feature unit; together with the sole
.
.
and exclusive right to manufacture or reproduce or cause to be manufactured or reproduced positive prints of the negative of each of said photoplays or any duplicate or reproduction of each such negative or any production based upon the
same
(
.
.
plot or theme, together with the sole exclusive right to use during said period of
)
and
years the
is
title
by which the
respective photo-
agrees that it will or distribute or cause or permit not exhibit, exploit the exhibition, exploitation or distribution of any
of the said photoplays in the aforesaid territory or any part thereof, and the Producer further
play known or identified. (b) The Producer hereby
agrees that it will take all necessary steps, by litigation or otherwise, to prevent the exhibition, exploitation or distribution of any prints of any of
the aforesaid photoplays in the said territories by any person, firm or corporation other than the
Distributor, during the term of this agreement.
n
Rights
insS.
4.
The Producer hereby

it
rants that
has acquired, or
represents and warwill, prior to the
date of the delivery of the respective feature units, acquire the sole and exclusive motion picture
rights for the entire world in the book, story,
573
scenario, or literary composition upon which each of said photoplays is based and from which it shall have been produced, and warrants that no part of the said photoplay will violate or infringe the trade-mark, trade-name, copyright, literary, artistic, or dramatic right, or the personal,
private, civic, or property right, or the right of privacy of any person, firm or corporation, and
nify,
the Producer agrees at its own expense to indemdefend and hold harmless the Distributor
from any claim or demand, whether justified or unjustified, which may be made, held or asserted
against the Distributor,
its
lessees or licensees,
whereby
exercise
it is
by
claimed, alleged or asserted that the Distributor, its lessees or licensees to
the fullest degree of any of the rights hereby granted to Distributor infringes or violates any
of the rights included
and
specified in the fore-
The Producer further agrees going warranty. that Distributor shall have the right to participate in the defense of any such action or actions and hereby agrees to reimburse the Distributor
for
Number
of Prints.
any necessary expenses incurred by the Dis-
tributor in the defense thereof.
5 ( a ) Distributor hereby agrees to cause to be manufactured from the negatives of each photo-
play delivered hereunder, such number of class positive prints, not less than
first
(
. .
and not exceeding

tor's opinion shall
as in Distribu-
be necessary to properly exploit the respective photoplay in the United States of America, and such number of positive prints as may be necessary to fulfill the requirements of
Distributor's
agents
or
correspondents
in
the
foreign countries. (b) Distributor hereby agrees to release and exploit prints of said photoplays in the United States
of
Dominion
of
Canada and
America within
days after the de-
livery of the feature unit thereof to the Distributor.
574

(Alternative Provisions) Distributor (1) agrees to exploit said photoits franchise holders in the United plays through States of America in accordance with the terms of
and in places where it has no franchise holders or at times when the terms of such
its franchises,
franchise permit, to use its best efforts to exploit the said photoplays through rental of prints thereof generally to exhibitors.
Distributor agrees to exploit the said photoin the United States by the rental of prints plays thereof to exhibitors at the highest practicable
(2)
prices and the Distributor agrees not to exploit the said photoplays or any of them in connection
with or in conjunction with any other photoplays and not to make it a condition of the rental of the
said photoplays or any of them that its customer take or hire another or other photoplays in conPrice of Prints for
United States.
junction therewith. c ) Distributor hereby agrees to advance the

cost of positive prints supplied by it for exploitation in the United States of America at
Dollars ($. .) per reel, and the Producer hereby agrees that Distributor shall deduct and retain Dollars ($
)
per reel for each reel
of positive supplied by it hereunder for exploitation in the United States of America from amounts
which
Price of Prints for
shall accrue to the
Producer under the terms
of clause
Canada and
eign Countries.
hereof.
For-
which Distributor shall cause to be manufactured for its agents or cor(d) All positive prints
respondents in the Dominion of Canada or in foreign countries shall be paid for by such agents or correspondents at a price to be mutually agreed
upon between Distributor and such agents or

correspondents,
lars ($....)
but not exceeding

reel,
Dol-
per
and the amount so paid to
Distributor
Dminion
of
by its agents or correspondents in the Canada or in foreign countries shall
MOTION PICTUEE CONTRACTS
575
not form any part of the receipts or royalties from the Canadian or foreign exploitation of such photoplays, and the Producer shall not participate in tributor.
any amount
so received
by the Dis-
(e) It is further mutually agreed that in the event that a new law be enacted imposing any tax upon the manufacture, sale or rental of motion pictures or motion picture film, whether
raw or
printed, and prohibiting the passing of such tax to the exhibitor, then and in that event the Producer agrees to pay to Distributor, in addiDollars ($...) per tion to the price of reel hereinabove provided for, a sum equivalent
amount of any tax which the Distributor be may required to pay on any raw or printed used in the manufacture of positive film positive
to the
prints of the aforesaid photoplays or upon the manufacture, sale, or rental of such positive prints,
it being mutually agreed that the passage or enactment of any law providing for such tax shall
automatically increase the price of positive prints to be manufactured by Distributor hereunder by an amount equivalent to such tax and that the
payment by the Producer

shall
of such increased price
not be construed as payment of the tax by the Producer but as an increase in the purchase
price of positive prints only.
Distributors agree to exploit said photoelsewhere than in the United States, through plays its agents, correspondents, representatives or
6.
The
franchise holders
basis.
by outright sale or on a royalty 'The Distributor shall have the right at its
option to discontinue the exploitation of any photoplays in the United States of America upon the
expiration of two (2) years following its first release date. The Distributor is hereby granted the right to reissue any of said photoplays during-
any unexpired part
of the
term
of the grant of
576

rights with respect thereto as in clause set forth.
'
Advance
Negatives.
Against
Distributor agrees to advance or to procure to be advanced to the Producer and to pay or cause to be paid to the Producer within ten
7.
(
a)
The
(10) days after the delivery of each feature unit, as hereinabove provided, the certified negative cost of such photoplay, calculated as hereinafter
provided, and not in excess of the
sum
of
for each photoplay. Such advances shall be paid in the following manner: ....
Advances for vertising, etc.
Ad-
(b) Distributor hereby agrees to advance to or on account of the Producer, a sum not to exceed Dollars ($....) for trade-paper, bill-
board, magazine, campaign books and/or other advertising of each of the photoplays.
Posters and Advertising Accessories.
g.
Distributor further
posters,
slides,
graphs,
agrees to cause lithophotographs and other
appropriate advertising material to be supplied and issued in connection with each photoplay,
without expense to the Producer,
it
being mutu-
ally agreed that the Producer shall not receive or participate in any sum of money collected by Dis-
distributing agency as the proceeds of the sale or rental of such advertising material.
tributor or
its
cost of Production.
9.
shall be not less
a ) The cost of production of each photoplay than Dollars ($ )
and not more than Dollars ($ ) and in no event shall more than Dollars ($ ) be advanced as the cost of production
pursuant to the previous clause of this agreement, or reimbursed to Producer as hereinafter provided. " () The Producer agrees to deliver to Distributor concurrently with the delivery of the respective feature unit an itemized statement of the cost of production of such photoplay, verified
Pr
du ctk?n cost
as to accuracy
by an executive
officer of
the Pro-
ducer and by the bookkeeper
in charge of the
577
Producer's accounts, and the Producer agrees that if such statement shall be unsatisfactory to Distributor, Distributor shall have the right to have
the books and accounts of the Producer audited
and to that end the Producer hereby agrees to keep and maintain
by a
certified public accountant,
books, accounts, vouchers, receipts, etc., that will accurately show all items of expense charged
against the cost of the respective productions and that such books, accounts and records shall at all
reasonable times be open to inspection and audit by Distributor and its duly authorized representative.
Calcu ~
agrees that all items of cost charged against the respective feature unit shall be charged at the actual cost price to the Producer
(c)
The Producer
after the deduction of all discounts and/or rebates; that only such proportion of each item of expense
as has been actually incurred in connection with the respective feature unit shall be charged against
such feature unit; that the total of the expense " incurred under the heading Overhead" shall in no event exceed per cent. (....%) of the cost of the respective feature unit, exclusive " of the expenditures under the heading Over-
head"; that all salaries paid to any persons directly or indirectly engaged in the production of any feature unit hereunder who may at the s.ame time
be engaged or employed in or in connection with
the production of any other photoplay or in the performance of any other duties shall be prorated according to the time actually spent in such
engagement or employment
the respective feature unit.
Excluded items.
in connection with
cost of production shall not include royalties paid to authors based upon the earnings of any of said photoplays; individual advertising
(d)
Tne
of
any person appearing

publicity,
in
any
of said photoplays;
advertising
or
exploitation
expenses
578

incurred in connection with any of said photoplays; bonuses or commissions to either officers
or employees of the Producing Company or artists appearing in any of said photoplays; or expenses
of
any kind or character incurred by the
officers
or any employees of the Producer, except those directly connected with or incident to the production of the respective photoplay.
(Additional provision)
[The following provision may be inserted in this clause, and the other clauses correlated therewith] Details of Items of-.-,., <>i c For the purpose ol determining the cost ol Negative cost. production of the negative of each of said photoplays, it is mutually agreed that the following
:
j i
items only of expense actually incurred in the production of each of said photoplays shall be included in the statement of cost of production:
Camera:
Salary of Salary of Assistant
Cast:
Cameraman Cameraman
Rental of Extra Equipment

Salary of
Salaries of
(leading actor)
Leads Salaries of Extras

Salary of
Direction:
(director)
Salary of Assistant Director and Staff

Electrical:
Salaries of Electricians
and Assistants
Charges for Current Rental of Extra Equipment

Laboratory:
Raw
Stock at Cost
Inserts
and
Titles
Developing and Printing

Salaries of Cutters

Location:
579
Transportation
Automobile Hire, Hotels, Meals, Railroad Fare
Location Rent
Properties: Salaries of Property Rental of Furniture
Men
and Props
Cost of materials
Rent:
Rent
Scenic:
of Studio
Salary of Scenic Artist

of Stage Carpenters, Wood Workers, Stage Hands and Laborers Materials for Sets and Scenes
Wages
Stitts:
Salary of Cameraman Materials

Story:
Cost of StoryCost of Scenario or Continuity Wardrobe: Rental of Costumes.

Sundries:
Expenses incurred in the rental or purchase of materials, etc., not specifically mentioned above but necessarily used in the respective
production,
ture.
including trucking, expressage, special labor, and items of a similar na-
Overhead:
Salaries of Executives
Salaries of Clerical Force
Stationery and Printing Insurance
Executive Office Rent Sundries not specifically mentioned above.

compensation.
jQ.
(a)
It is
mutually agreed that Distributor
shall receive for its services in distributing
and
580

exploiting each of such photoplays
and
for provid-
ing the exchange facilities for the handling and distribution thereof, and shall deduct from all
amounts
agency,
(
. .
collected
by
it
or
by
its
sum
equivalent to
distributing per cent.
of all gross amounts collected by it or distributing agency as the rental of positive by said of each of photoplays in the United prints as and States of America royalties on, or as proceeds, of the sale, rental or other disposal of any
.
.
%)
its
license or privilege granted to any firm, corporation or individual to lease, license, exhibit,
right,
exploit or distribute said photoplays or any of them in any country outside of the United States
of America,
and a sum equivalent to the remaining

. .
. .
%) of said gross collecper cent. ( tions shall accrue to the Producer but shall be
retained
by the Distributor as follows: 1st. To the repayment of the amounts advanced by Distributor or for Distributor's
account for positive prints supplied hereunder for exploitation in the- United States,
for advertising
and publicity and for insurance
premiums.
2nd.
To
the prepayment to the Producer of
the actual cost of *the production of the negative of the photoplays, which the parties have
agreed shall not exceed the sum of dollars ($ ) for each photoplay.
the repayment of all sums, expended by Distributor or on Distributor's behalf, in procuring action upon the said
3rd.
To
photoplays,
by the National Board of Reand view, by any Board of Censors or other

censoring body. 4th. To the repayment of any and all sums due or coming due to the Distributor upon
other photoplays released pursuant to this agreement by reason of the Distributor's
581
advances for the making of positive prints,

for advertising
ment
and exploitation, for repayof negative costs, or agreed percentages thereof, and for repayment of censorship
(b) After all
in
and review charges. the amounts provided to be repaid subdivision (a) of this clause have been repaid,
mutually agreed that the Distributor
its services,
it is
shall
receive for
forth,
as
in.
said subdivision set to
sum
all
equivalent
gross
per
cent
(....%) of
.
amounts described
in said
subdivision and a
. . .
sum equivalent to cent per ( %) of said gross amounts shall accrue and be paid to the Producer, Distributor agrees to pay the balance to the Producer
concurrently with the rendering of the statements
hereof. provided for in clause 11. The Producer hereby agrees
shall
ut Grant ' ?dFirst LTen
that
each
feature unit deliverable to Distributor hereunder
be free and clear of and from any claim, lien, mortgage, or other encumbrance of any kind or character whatsoever and that Distributor shall have and is hereby granted a first lien upon each such feature unit and each and every part thereof, as security for the advances to be made against the respective production; that such lien shall attach and come into being forthwith upon the
rier for transportation to
delivery of the respective feature unit to the carthe Distributor, and shall
first, prior and only lien or encumbrance upon the respective photoplay from such date until the expiration of the period for which
continue as a
the rights in the respective photoplay are hereby granted to the Distributor, and the Producer
hereby agrees that the Distributor shall have the right to pledge any of the photoplays deliverable hereunder to third persons (including corporations), as security for any advances made by such persons, on account of such photoplay or photoplays
582

for negative or production cost, positive prints,
advertising or otherwise, and that if and when such advances are made by such third persons, the
lien
hereby granted to Distributor
shall
be deemed
to be granted to the persons making the advances as fully as if such third persons were a party to
this
Copyright Guaranty.
agreement. Producer hereby covenants, warrants and guarantees that each photoplay delivered to Dis12.
tributor hereunder shall be capable of copyright in the United States of America; that the Pro-
ducer will not apply for copyright on said photoplays in the United States of America or in any other country in the world, and said Producer
hereby grants and conveys unto Distributor the

rights to obtain copyright of said photoplays in its (Distributor's) name in the United States of America and in all other counsole
tries of
and exclusive
the world where copyright or registration
Distribequivalent to copyright is procurable. utor hereby agrees to apply for copyright registration in the United States of America on each
photoplay and to assign to the Producer any and all copyright acquired by it in said photoplay
upon the expiration

of the photoplay.
Main
Title.
of the period of exploitation
each photoplay and of all where possible, shall state advertising material,
13.
title of
The main
(DISTRIBUTOR)
PRESENTS
(Title of Photoplay)
Distributed through The Distributor agrees to give such other credit to authors, adapters, directors and others partici-
pating in the production of each photoplay as the
Records
counts.
and
Producer is required to give upon receiving due notice of such requirements from the Producer. Ac 14. Distributor hereby agrees to maintain in
the City of
New York
accurate accounts of
all
583
of its transactions with respect to each of said photoplays showing amounts collected and receiv-
able from the exploitation of said photoplays in the United States of America and in all other countries of
the world, and Distributor agrees that the
Reports.
Producer shall have the right at its own expense to cause Distributor's accounts relating to the photoplays to be audited by certified public accountants at all reasonable times. 15. Distributor hereby agrees that on the twentieth day of each and every month following the release date of each photoplay, it will deliver to the Producer a statement showing the total
amount
collected by it and its distributing agents during the preceding calendar month as the proceeds of the sale, rental or other disposal of the
positive prints of said photoplay in the United States of America and in all other countries of the
and each such statement shall show the made from the gross amounts collected as hereinabove provided for, and any sum of money due and payable to the Producer at the date
world,
deductions
of
any such statement
shall
be paid by Distribu-
tor to the Producer concurrently with the rendering of such statement.

Replacement
Prints.
Distributor agrees that so long as the negatives are in existence and subject to the wear and
16.
tear thereof, it will supply any new prints or parts of prints of the aforesaid photoplays in place of those worn or destroyed, for use in the
United States of America, and will advance or procure the advance of the cost thereof at the
rate of ........ Dollars ($ ...... ) per reel in the case of entire reels and ......... cents ( c) per linear foot in the case of less than entire reels, and
. . .
.
the said cost of replacing and supplying such prints shall be deducted from moneys accruing to the
r Delay or im P ossi-P
of
ducer under the terms of clause ........ hereof.

If either of
perform-
ance.
the parties snall be delayed or
584

prevented from performing any of the agreements which they have herein agreed to perform, by reason of any causes beyond the control of such party, such delay or failure of performance shall be excused and the period of such delay shall be treated as a nullity in calculating the term of this
agreement or the time for the performance of any of the provisions thereof, and neither party shall have any demand, claim or cause of action for damages therefor or arising therefrom, and all such
or causes of action are hereby waived by each of the parties hereto. expressly " The expression causes beyond the control of such party" shall be construed to include fire,
claims,
demands
the elements, acts of God or the public enemy, accidents to machinery or other equipment, or the injury or destruction of any of
strikes, riots,
the negatives of the aforesaid motion picture photoplay by any of the aforesaid causes, delays
or failure of performance
this definition does
by common carriers, but not and shall not be deemed or
construed to limit in any way the generality of the expression "causes beyond the control of such
party."
18.
Nothing
in this
agreement contained
shall
be held to constitute the parties hereto as partners nor authorize either of said parties to contract
any debt, on behalf

19.
liability or obligation for or against or
of the other party to this agreement.

is
hereby declared to be personal in respect of each of the parties hereto, and each of said parties hereby agrees that it will not assign this agreement or any interest herein or right hereunder or pledge the same or any interest herein or right hereunder in any manner whatsoever without the consent in writing of the other
party
20.
first
This agreement
had and obtained.
Notice under this agreement shall be given by either party to the other, until further notice

in writing, tributor at
21.
585
by
registered mail as follows:

;
To
Dis-
mterpretation of Agreement.
To Producer at. ..... This agreement having been entered into in the City of New York shall be construed according to the laws of the State of New York.
Marginal notes or captions contained in this agreement are no part of the agreement and are inserted merely for the convenience of the parties
22.
Effect of Marginal Notes.
in referring thereto, and the parties agree that in the construction of this agreement, no inferences shall be drawn because of the presence or absence
of
This Document Contains whole Agreement.
such
marginal
notes
or
because
of
their
wording. 23. This document sets forth the entire agreement between the parties and neither of the parties
has
made any covenants, agreements, conditions, warranties or representations with respect to the subject-matter of this agreement, except such as
Cancellation.
expressly appear in this document. 24. If the Distributor shall abandon this agreement, then and in that event the Producer may,
at the Producer's option, cancel this agreement. Such cancellation may be either a total cancellation or a partial cancellation, as stated in the noThe effect tice of cancellation by the Producer.
of a total cancellation shall be to accelerate the
expiration of this agreement to the date of such cancellation, and the Distributor shall forthwith
return to the Producer
all prints of all photoplays theretofore delivered by the Producer to the Distributor, and shall account to the Producer
for all
moneys unaccounted for at the date of cancellation and for all moneys received by the Dis-
In the tributor after date of the cancellation. event of such total cancellation the Distributor agrees to deliver to the Producer all booking records of each of the photoplays delivered hereunder, with respect to bookings to be effective after the
effective date of the cancellation,
and to transfer
586

to the Producer the Distributor's interest in
any
and
such contracts. The effect of a partial cancellation shall be to terminate the obligation
all
of the Producer to deliver further photoplays or prints thereof to the Distributor, but with respect
to
all photoplays and prints thereof delivered before the cancellation, this contract shall continue in full force and effect.
Abandonment
2 5. The following circumstances are hereby declared to be and shall be deemed to be conclusive evidence of the abandonment of this contract
by the Distributor: 1. Failure by the Distributor to make any of the payments required to be made by
Clause
(10) days ment.
2.
after written
of this agreement, within ten demand for such payof Clause
Violation
by the Distributor
of this agreement (referring to the
Clauses, if any, restricting exhibition, outside of the agreed territory).

3.
etc.,
Adjudication of the Distributor as a bankrupt or the filing of a voluntary petition in bankruptcy, or the making of a general
assignment by the Distributor. 4. The appointment of a Receiver for the Distributor, and the continuance of such
Receiver
in
control
of
the
Distributor's
property for five (5)
days
after such appoint-
ment.
5.
The breach by the
Distributor of any
of the terms, conditions and provisions of this agreement on the Distributor's part to be
kept and performed, and the continuance of such breach for ten (10) days after notice
thereof.
6.
Any
occurrence or series of occurrences
which puts it out of the Distributor's power fully and fairly to perform this agreement.

26.
587
exercise
The failure or neglect of either party to any rights accruing to such party upon the breach of this agreement by the other party
shall not be or be construed to be a waiver of the right to exercise such rights upon the occurrence of a subsequent breach of this
hereto
agreement.
Sale of Foreign Rights of Film
between 'designated as the "Producer," and nated as the "Distributor":
AGREEMENT made
hereinafter
hereinafter desig-
WITNESSETH:
WHEREAS, the
parties desire to contract for a period of
wherein and months, commencing on whereby the Producer shall grant the exclusive right and license to distribute prints of productions of motion pictures made by
them to the Distributor in the territory hereinafter mentioned; WHEREAS, the Distributor desires to obtain the exclusive right and license to distribute such prints throughout
,
hereinafter referred to as the territory, for the period, the manner, and upon the terms hereinafter set forth, Now, THEREFORE, in consideration of the premises
and
in
and
of
the mutual promises and covenants herein contained, parties agree as follows
:
the
following words and phrases used in this agreement unless the same be inconsistent with the context, be conshall, strued as follows:
1.
The
Distribute and Distributing shall include all methods and means of procuring contracts with exhibitors for
(a)
the use of the Producer's prints; Exchange shall include branches, agencies and all other establishments engaged the business of distributing, whether the same be operated directly or indirectly by the Distributor, and
in
whether owned or controlled by the Distributor, or operated by or through contractual relationship, with it;
Exhibitor shall include individuals,
firms,
associations
occasionally,
and corporations engaged,
generally
or
588

in the business of displaying
motion pictures to the public be construed as meaning the (b) Any notice hereinafter required to be given shall be considered as actually given on the date on which the same is mailed by registered mail, addressed to the party
;
Territory shall
for
whom
it
is
intended, at
,
its
last
known post
its
office
address in
and carrying on
wrapper substantially the following:

Required."
negatives of a
(c)
"
envelope or
Return Receipt
mean positive or copies made from the motion picture; Productions shall include motion picture photoplays and motion pictures, not
Prints shall
;
photoplays Release shall mean the first delivery of prints pursuant to the provisions of this agreement, and (as to the Distributor) the first exhibition of such prints by an
exhibitor; Release date shall mean the date of the first public exhibition of a production in the territory other than
a Sunday; Person, includes a corporation, association and partnership; the words importing the plural number may apply to and mean only a single person or thing vice versa; Delivery date, shall mean the date of shipment of prints from the factory or office of the Producer in
2.
The Producer
tributor, of the contract for use only in the territory for a period of complete prints years from the date of delivery, productions per week during ready for exhibition, of
agrees to furnish and deliver to the Disand the Distributor agrees to take, during the term
each and every week of the term hereof; said productions shall consist of a connected series of scenes presenting a complete story, based upon a well-known drama or novel, of entertaining character, or upon an original scenario and each of the prints
thereof is to be from four to six thousand feet in length; and said productions shall be of the same general nature as those on what is known as the Program. now shown in the
The Producer shall deliver all prints F. O. B. New York and make shipments in accordance with the directions given by
3.
its agent, it being strictly understood and is to pay all expressage, postage, Distributor that the agreed other shipping charges. The Producer insurance, duty and
the Distributor or
589
agrees that in the event that the duty on films imported into the territory or any part thereof is raised above the present
rates,
the Producer will reimburse the Distributor to the
of any such excess, and the Distributor be permitted to retain the same out of the of the gross receipts to be turned over to the Producer as herein-
extent of
shall
after provided.
4.
by
act of
Neither party hereto shall be liable for any delays caused God or war.
the parties shall be delayed or prevented from performing any of the agreements which they have herein agreed to perform, by reason of any cause beyond the control
5.
If either of
of such party, such delay or failure of performance shall be excused and the period of such delay shall be treated as a nullity in calculating the term of this agreement or the time for the
performance of any of the provisions thereof, and neither party shall have any demand, claim or cause of action for damages
therefor or arising therefrom, and all such claims, demands or causes of action are hereby expressly waived by each of the
parties hereto.
expression causes beyond the control of such party" shall be construed to include fire, strikes, riots, the elements, acts of God or the public enemy, accidents to
The
"
machinery or other equipment, or the injury or destruction of any of the negatives of the aforesaid motion picture photoplay by any of the aforesaid causes, delays or failure of performance by common carriers, but this definition does not and shall not be deemed or construed to limit in any way the gen" causes beyond the control of such erality of the expression
party."
6. The Distributor shall accept deliveries of the Producer as hereinbefore provided in the City of New York, and shall distribute the prints in the following manner: the Distributor shall provide through ownership or contract relation, through-
out the term hereof, and the territory hereinbefore described, exchanges of sufficient number, and properly equipped, to conduct the business of handling the Producer's production, and the Distributor agrees to give to its undertaking the best
efforts of its officers,
officers,
agents and employees, its exchanges, their agents and employees, to the end that the gross returns
590
shall
be as large as possible, consistent with good business and the usages and customers of the Distributor. The Distributor shall carefully supervise each exchange and shall provide for the placing of the Producer's prints in the hands of exhibitors
throughout the territory described. The contracts between and exchanges and between the exhibitors and the Distributor shall be limited in respect to payments for the use of prints to (a) a flat rental basis; (b) a rental based upon a percentage of the gross receipts and shall always be subject to the approval of the Producer. 7. The Distributor shall pay to the Producer for the use of the prints of said production a sum equal to
exhibitors
(%)
per cent of the gross amounts paid by exhibitors as rental for each print and of the gross receipts of exchanges, subleases and licenses of the Distributor from all other sources, for the booking and exhibition of the prints of the said subject. The Distributor shall pay to the Producer on the delivery of the three
or four prints of each subject as aforesaid as herein provided, dollars, as an advance on account of the payments
to the Producer for such production pursuant to the provisions of this paragraph; that thereafter the to be
made
of the gross
amounts and
receipts
above mentioned, from said

until the
productions, shall be retained
by the Distributor
amount
of each
advance thereon,
dollars shall
have
been liquidated, it being strictly understood and agreed that the receipts from any one production shall not be retained by the Distributor to apply on the advances made on any other
production.
The Producer
tional
shall furnish to the Distributor without addi-
exceed
advance by the Distributor, additional copies (not to of any production when the Distributor )
of obtaining the maxi-
deems it necessary for the best purposes mum amount of rental out of a subject.
The Producer agrees to furnish to the Distributor additional copies above for an advance of dollars per copy, subject to reimbursement
8.
as last above provided.
and guarantees that the payments on account of the as aforesaid on subjects which are delivered to the Distributor between
agrees
The Distributor
made
to the Producer

the
,
591
day
19.
.
of
19
and the
day
of
will aggregate
such an amount as will be an
average of
dollars per production,

of
,
on or before the
day
19 ...
The
graphs)
Distributor agrees and guarantees, &c. (similar para.
And, in the event that such payments do not aggregate said sums within the time prescribed, the Distributor covenants and
agrees to pay to the Producer at such time, the difference between the sums thereon paid on account of the said %,
and the amount

tributor
is
Whenever the Disof the said guaranty. to make required good any deficiency on any group
of productions as above described, it shall be entitled to retain the of the gross amounts and receipts from said
group until the amount of such deficiency paid by it shall have been offset. 9. The Distributor agrees to furnish to the Producer a weekly statement which shall show, in detail, the business transacted during such week, and shall include an itemized statement of the bookings and gross income during such week for each production; such weekly statements shall be mailed to the Producer promptly and in no event shall the mailing of any statement for any week be delayed beyond the period of one week. At the time of delivery of each statement, the Distributor shall pay the amount thereon shown to be due to the Producer in funds all statements shall be full, true and correct and shall show each and every booking and exhibition of prints during said week and each sale of franchise or territorial rights or income from other sources during such period.
;
The Producer,
have
or
its
free access at all
duly accredited representative, shall reasonable times to the books, records,
papers and vouchers of the Distributor, and its exchanges, pertaining to the bookings, rentals, franchises and income herein mentioned, and the Producer shall have the right to
employ an accountant or accountants who, at all reasonable times, shall have access to all said books, at any of the offices,
as well as the exchanges of the Distributor. The Distributor shall keep complete books and records of all business dealings relative to the films distributed by it under this contract.
592
10.
The
Distributor shall not permit any of the Producer's
prints to be copied or duplicated or shown without the territory hereinbefore described and shall immediately notify the
Producer of any infringement upon the productions herein mentioned, which comes to its knowledge. The Producer will not exhibit said productions in said territory, nor will it cause the same to be exhibited therein, and the Producer will not lease, supply or lease prints of any of said
productions to any other person for use in said territory during the term of this agreement, nor let, lease, market, dispose of,, exhibit or permit others than the Distributor and its licensees to exhibit (so far as the Producer may control such exhibition
others) any of its productions whatever, except productions, the rights to lease or exhibit which were granted prior to the date of this agreement.
by
11. The Producer hereby gives and grants to the Distributor the right to enjoin any showing of any of the productions leased to the Distributor under this contract -by any party not
authorized so to exhibit them in the territory hereinbefore mentioned, or sue for damages therefor, but any such action
be taken at the expense of the Distributor, and the Producer shall be in no way liable for the acts of the Distributor
shall in relation thereto.
understood and agreed that the legal title to the said remain in the Producer, and that this agreement is a license to use the films for merely years from the date of delivery of the first print of each production, and that
It is
films shall
the Distributor will copyright or otherwise protect the title to the said films, in the names of the Producer, in the various countries included in the territory aforesaid.
12.
Every print delivered to the Distributor under

is
this
agreement
to be returned to the Producer at the Producer's
option after years from the date of delivery of the first print of the production to which it relates, provided it has not been destroyed, stolen or rendered useless by unavoidable
accident, in which case the Distributor
tion or loss.
13.
requested by the Producer shall supply proof covering the cause of its destrucif
The Producer
shall
supply to the Distributor
first class
593
at"
lithographs of each production printed in the English language, per sheet, in such quantities as may be required by
the Distributor, provided the Producer has the same in stock, and payments thereof to be delivery to be made in
made upon
14.
presentation of shipping documents. In the event that the Distributor at any time makes default, (a) in paying the Producer the advances or any of them,
in
paragraph "8" provided to be paid; (b) for thirty days, in paying to the Producer the guarantee, or any of them, hereinbefore provided; (c) in paying the percentages, or any of them, as hereinbefore provided (d) in furnishing the Producer
mentioned
full,
true
and
correct
statements, as hereinbefore
provided;
in accepting delivery and paying for prints, as hereinbefore provided; (f) in keeping books of account, as herein
(e)
before provided; (g) in giving the Producer free access to the books, as hereinbefore provided; (h) in exhibiting the productions of the Producer, or either of them, outside of the territory hereinbefore described (i) in assigning its interest in this
;
agreement by either voluntary or involuntary act or should the Distributor file a petition in bankruptcy or be adjudicated a bankrupt, then, on the happening of any one or all of said defaults or events, the Producer may at its option terminate
;
agreement by giving ten days' notice to the Distributor declaring its intention so to do, and may then seize and take wherever found, any and all prints theretobefore furnished by
this
the Producer to the Distributor, and the Producer may also enjoin in any Court or Courts having jurisdiction, the use of
all prints furnished by the Producer to the Distributor under the agreement. The rights and remedies hereinbefore last given to the Producer are in addition to and not in lieu, in limitation or in derogation of the rights and remedies in this agreement otherwise granted or by law created and vested in the Producer, and any waiver by the Producer of any breach by the Distributor, whether such waiver be direct or implied, shall not be construed to be a continuing waiver or a waiver of, or consent to any subsequent breach on the part of the Distributor. 15. This contract being signed and entered into in it is agreed that the law to be applied to any matters arising
any or
594

and
is
hereunder shall be that of the State of United States of America. 16. In the event that the Distributor
ing or exhibiting the prints or
of the
prevented from show-
any production delivered to it, of a Court competent jurisdiction, or by the Board of Cenby shall have it the right to immediately return the prints sors, of said production and choose another production made by
the Producer in place of the one so returned, provided that the Producer has an available substitute production; or it shall have the right to return the said prints of said subjects and the advance payment made thereon shall be returned to it, but any such return shall be made within twelve weeks from the date thereof.
17.
The Distributor
all
shall, at its
own expense and
cost,
take
advertising that may be needful or proper for the exploitation and distribution of the product of the Producer and in all advertising it shall subordinate its own name to the
care of
production and/or productions advertised, and in every advertisement of a production and or/productions, the name of the Producer thereof ( ComCompany or the pany or both, as the case may be) shall appear in reasonably
conspicuous type and position. In general, advertising space used by the distributor in any newspaper, periodical, circular or other advertising medium shall be divided so that four-sevenths thereof will be devoted to the product of the Company
and three-sevenths to the product of the Company. The intent and purpose of this provision is found in the agreement between the parties that the best results will be attained
by the
Distributor's concentrating ductions of the Producer.
upon advertising the proshall
Nothing
in this
paragraph contained, however,
apply
to lithographs, it being understood and agreed that the lithographs to be used by the Distributor shall be the lithographs
supplied by the Producer under clause "13" of this agreement, unless the Producer shall be unable to supply the same as in
said clause contemplated, in which event the lithographs or printed bills used in place thereof shall bear the name of the
production, the star, the Producer and the Distributor in such manner that the Distributor's name shall be subordin-
595
ated to both the name of the production and the name of the Producer thereof. The Distributor agrees that it will, at no time advertise in a
manner to create the impression that the Distributor

ducer of or
18. All
is
the Pro-
"
payments
presents" any of the productions of the Producer. to be made hereunder by the Distributor
to the Producers shall be made in respect to the productions of each at the office of each in the City of promptly in
,
funds.
19. It is
agreed that the Distributor
is
not the representa-
any manner whatever, and the Distributor agrees that it will not so hold out, either by advertising or otherwise, to the public or to any person whomsoever, and that the Producer shall not be liable for or bound by any
tive of the Producer in
representation, act or omission whatever of the Distributor. It is further agreed that this agreement in no wise constiis
tutes a partnership between the parties hereto; this agreement declared to be personal in respect to each of the parties and it is agreed that neither shall assign the same, without the writ-
ten consent of the others.
Purchase from Author

Original
of
Motion Picture Rights
of
an
Unpublished Work
PRESENTS, that
,

of
I,
in the State of
,
receipt of
sold,
sell,
for and in consideration of $ the which sum is hereby acknowledged, have granted, assigned and transferred, and by these presents, do grant, assign, and transfer unto said
,
all
right to take,
license,
release,
exploit,
make, manufacture, produce, sell, lease, generally deal with and traffic in, exhibit, and cause to be exhibited and exploited, motion
pictures
and photoplays based upon or taken from or adapted which from a certain manuscript entitled said manuscript has heretofore been delivered to said
,
I
sell,
hereby agree that I will not at any time in the future, grant, transfer and convey unto any other person, firm or
596
I
THE LAW ON CONTRACTS
corporation, any rights or licenses which will in any wise conflict with the full, free and untrammeled enjoyment of the
rights hereby granted, sold,
I further
and transferred to
and agree that if the said manuscript or any work based thereon should ever be published, I will cause such work
to be copyrighted
and will grant or cause to be granted to a license under such copyright coincident and transfer
to said
with the terms of this agreement.
And
I further grant, sell, assign

,
and assigns, the right to obtain upon any photoplays and motion pictures based upon or adapted from the said manuscript, and the absolute and unqualified right to use the said manuscript in whole or in part, and adaptations from the whole or parts thereof, in the production of motion pictures and photoplays.
its
successors
copyright in all countries
In order to induce said
to
make
the paysaid
ment above
1.
referred to, I hereby warrant
and represent to
am the sole and exclusive owner of the aforesaid of all rights of any and every kind and nature and manuscript therein and thereto throughout the world, and that the said rights and each and all of them, are free and clear of any lien, charge, debt or encumbrance of any kind or character. 2. That the said manuscript is an original composition and that I am the sole author thereof, and that neither the whole
That
I
thereof, nor
any part
thereof, nor
any incident
thereof,
is
taken
from any other manuscript or composition, or from any other

published or unpublished work. 3. That neither the said manuscript nor the subject matter thereof, nor any part thereof, nor any incident thereof, has
ever been published or dedicated to the public in any manner whatsoever.
4.
That the
and
title of
the aforesaid manuscript
is
such as
may
,
be freely used by the said

successors
its
and
assigns, in connection with the said composition in connection with any adaptations thereof.
I
IN WITNESS WHEREOF,
seal this
have hereunto
,
set
my
hand and
[L. s.]
day
of
19 ...
597
Purchase
of
Motion Picture Rights

Story
to a
Published Magazine

of
,
PRESENTS, that
I
,
in the State of
,
for
and
in consideration of $
,
paid to me by the receipt whereof is hereby acknowledged, do

sell,
hereby grant,
,
reproduce,
assign and transfer unto said all right to take, make, manufacture, produce, sell, lease, release, license, generally deal with
and cause to be exhibited and motion and pictures photoplays based upon or taken exploited, from or adapted from a certain story entitled and published in Magazine, in the issue of was whereof registered by copyright 19 ... on or about the day of I hereby agree that I will not at any time in the future, sell, grant, transfer and convey unto any other person, firm or corporation, any rights or licenses which will in any wise conflict with the full, free and untrammeled enjoyment of the
and
traffic in, exhibit, exploit
rights hereby granted, sold In order to induce
and transferred
to
to
make
the payment to
:
me above mentioned,
1.
I hereby warrant and represent That I am the sole author of the said story, that the same is not an adaptation of or plagiarism from any work published or unpublished, or any part of any such work, and that I am the sole and exclusive owner of the rights hereby granted, sold, transferred, and assigned, and to the whole thereof, free and
clear of
any
lien,
encumbrance, debt or charge of any kind or
character whatsoever.
of said story, except for the first ican serial rights, has been transferred to me by said
2.
That the copyright

,
Amer-
by assignment Copyright Office in Washington on

(or in the alternative delivered together
recorded in the
with the delivery of this

for
instrument
to
purposes of
is
record in the Copyright Office.) 3. That the title of the aforesaid composition
such as
598
in connection with be used by motion pictures and/or photoplays based upon or adapted from said story. In amplification of, and not in limitation of any rights hereinbefore specified as sold, assigned, transferred and I hereby specifically granted unto said unto the and transfer sell assign, grant, add to to adapt, arrange, rearrange, change, transpose, right and to the extent that the and subtract from the said story as
may
said
may deem
,
expedient in the production of
motion pictures and photoplays, and to the publication by said its successors and assigns, of a synopsis of said motion pictures and/or photoplays when completed, for descriptive purposes and advertising and giving publicity to and exploiting the said motion pictures and/or photoplays. IN WITNESS WHEREOF, I have hereunto set my hand and
seal this
day
of
19 ...
[L.
s.]
Purchase from the Author of All Rights Unpublished Work
to
an Original

,
PRESENTS, that
,
I,
of
in the State of
,
consideration of $ the which sum is hereby acknowledged, have granted, sold, assigned and transferred, and by these presents do grant, a certain sell, assign and transfer unto said which said manuscript manuscript entitled has heretofore been delivered to said
for
in
and
receipt of
and transfer unto said all rights of any kind and character appertaining to said manuscript, and the complete and unconditional and unencumbered title therein and thereto. AND I further sell, grant, assign and transfer to said its successors and assigns, the right to obtain copyright in all countries upon the said manuscript and upon
I
AND
hereby grant,
,
sell,
assign
any
literary,
photographic
or
dramatic
transcriptions
or
599
adaptations thereof, and the absolute and unqualified right to use the said manuscript in whole or in part, and to use adaptations thereof in whatever manner the said
shall desire.
In order to induce said
to
make
the payto said
ment above
1.
referred to, I hereby warrant
and represent
the sole and exclusive owner of the aforesaid manuscript and of all rights of any and every kind and nature therein and thereto throughout the world, and that the said
That
am
and each and all of them are free and clear of any lien, charge, debt or encumbrance of any kind or character. 2. That the said manuscript is an original composition and that I am the sole author thereof, and that neither the whole
rights
any part thereof, nor any incident thereof, is taken other from any manuscript or composition, or from any other published or unpublished work.
thereof, nor
That neither the said manuscript nor the subject matter thereof, nor any part thereof, nor any incident thereof, has ever been published or dedicated to the public in any manner
3.
whatsoever. 4. That the
title of the aforesaid manuscript is such as may its successors and be freely used by the said with the said in connection composition and in conassigns, thereof. with nection any adaptations IN WITNESS WHEREOF, I have hereunto set my hand and
,
seal this
day
of
19 ....
[L.
s.]
Partnership Contract, General Form, With Provision for Continuation of Firm after Withdrawal of One Partner and Option to One Continuing Partner to Retire upon Notice
and Become Special Partner.

Williston, Sections 229, 330, 345, 346, 388, 475, 489, 512,
521, 731, 783, 1147, 1212, 1240, 1258, 1431, 1442, 1446,
1637,
1644,
v.
1773,
1774,
1805,
1868,
1875,
1902, 2038;
Housman
Waterhouse, 191 App. Div. 850, 182 N. Y.
Supp. 249.
AGREEMENT made
between
"
First Partner," hereinhereinafter described as the " Second Partner," and after described as the " Third Partner" as follows: hereinafter described as the
,
the parties hereto, together with one were heretofore partners under the firm name and style of
WHEREAS
and
WHEREAS
the said partnership was dissolved by consent by the withdrawal from said firm of the said
and his interest in the said firm having been transferred by him to the parties hereto, and it being the
desire of said parties to organize a new partnership under the terms and conditions hereinafter set forth.
1
.
The
parties hereby agree to
become partners
in the busi-
ness of
2.
Name.
The
business of the said partnership shall be
conducted under the firm name and style of 3. Term. The said partnership shall commence
and
4-
shall continue until
Place of Business.
The
business of the said partnership
be conducted at such place or places in the as shall be agreed by the parties.

shall
Capital Contributions. Each of the parties hereby contributes to the capital of the partnership the amount of his
5.
600
601
share or interest in the business appearing upon the books of and which said respective the former firm of
,
amounts are as follows The First Partner, Dollars; the Second Partner, Dollars. and the Third Partner,
:
Dollars;
Withdrawal of Capital. It is agreed that in no event shall any one of the parties withdraw from the firm any amount which will reduce his capital account below $ Any of the parties whose capital account is in excess of $
6.
,
may withdraw
such excess amount at any time

days' written notice of his inten-
after
having given
I
tion to do so.
on Capital. Interest shall be credited to the account of each of the partners at the rate of capital per cent per annum, and such interest shall be charged to the
7.
Interest
expense account of the firm.

of the parties hereto shall be entitled to a salary at the rate of $ per annum, which shall be charged to the expense account of
8.
Salaries.
Each
and
shall receive
in excess of the said $
the partnership, and none of the partners shall draw any sum without the consent of all of
of the parties agrees to devote to the best interests of the busienergy
the parties. 9. Duties of Partners.
Each
his entire time, skill and ness of the partnership during the continuance thereof, and unless all consent in writing, none of them will, during the
existence of the said partnership, become directly or indirectly in any manner interested in any business, occupation or pursuit whatsoever other than the business of the said partnership;
and unless all consent, none of them will, during the continuance of the said partnership, become liable in any way whatsoever by reason of any matter or thing not connected with the
said co-partnership, either as endorser, surety or otherwise, and unless all consent, none of them will speculate in stocks,
securities or other
commodities of any kind or nature whatsoin his
ever,
upon margin,
own name
or otherwise, or
become
interested with others in such speculations in any form or manner whatsoever. 10. Profits and Losses. The profits arising out of the conduct
602

be divided between the parties equally,
of the business shall
share and share alike, and the losses shall be borne in the
same proportion. 11. Accounts and Books.
Full, just, true and accurate accounts shall be kept of all matters relating to the business to be conducted by the partnership, and the books containing such accounts shall at all times be open to the inspection of all the
parties hereto.
and the On in each year the continuance of the there shall be taken during partnership, a full and complete inventory of the business and the parties
12. Inventory.
,
each to the other a just and true account of all matters and things relating to the said business at the time of taking of such inventory, whereupon the profits and losses, as the case may be, shall be ascertained and equally divided,
shall render
If profits have been made each partner shall be credited with his share thereof; and if losses have been sustained each partner
shall
be charged with his share thereof.

of one Partner to Retire.
13. Option
The Third Partner
shall have the right and option, on of retiring from the partnership, provided he shall have given the other
of his intenpartners written notice not later than tion so to do. In the event of the Third Partner so retiring,
,
an inventory
except that
shall
be taken on
of all of the assets of
the firm in the

all
same manner usually employed by the firm

good outstanding accounts
shall
be valued at
per cent of their gross amount, and the value of all doubtful accounts shall be adjusted by agreement. In such
event, the Third Partner
,
shall
receive,
on or before
of his interest, to
be determined as aforesaid, in cash or duly certified check, and there shall then be immediately organized a copartnership in which the First and under the name of Second Partners shall be general partners, and to which they
shall contribute all of their interest
from the partnership, one-half
appearing as of
which the Third Partner shall business, contribute his remaining one-half interest, to be determined as aforesaid, as a special partner, such partnership to be for a and to contain the usual provisions with period of
hi
said
and
to
603
reference to special partnerships, and in which the salaries of the parties of the first and second part shall be limited to
each per annum, and the Third Partner shall not receive any salary, but shall receive interest on the amount of his special capital at the rate of per cent
.per
annum, payable quarterly
partnership agreement
shall also contain
general partners shall, during its from the firm any sum in excess of their salary. In the event of the 14. Liquidation in Event of Death.
which special a provision that the continuance, not withdraw

in advance,
death of any one of the parties hereto during the continuance of this agreement, provided that the foregoing provision for a special partnership has not been entered into, then and in such event, the interest of the partner so dying shall be determined, if such death occurs within three months of the taking of the preceding inventory, as of the date of such preceding inventory and as it then appeared, and in the event of the death occurring within three months of the next succeeding inventory to be taken as above provided, then the interest of such deceased partner shall be determined from such inventory, which shall be taken in the same manner as the inventories were customarily taken by the firm, except that all good outstanding accounts shall be valued at
per cent of their gross amount, and that an adjustment shall be made by an agreement as to the value of doubtful accounts.
15.
three
months
In the event of the death of one of the partners within of the taking of the next preceding inventory,
his interest
determined as aforesaid from said inventory, shall
be paid to his duly authorized legal representatives within in cash thirty (30) days after his death as follows: One-third
or
by duly
certified check, one-third
by the surviving partners
giving their promissory note for one-third of the amount of such interest, payable six month from said date, to the order
duly authorized legal representative, and bearing interest at the rate of five per cent per annum, and the remaining one-third by giving a further promissory note for one-third of his interest payable twelve months from said
of the decedent's
date, to the order of the decedent's duly authorized legal rep-
604
resentative
signed by the surviving partners, and bearing interest at the rate of five per cent per annum. 16. In the event of the death of any one of the partners
within three months prior to the date of taking the next succeeding inventory as herein provided, then in such event, the
interest of such deceased partner, to be determined by the next succeeding inventory, shall be paid to his duly authorized legal representative thirty days after the date of the taking of such inventory, and such payment shall be made one-third in
cash or by duly certified check, and the remaining two-thirds by executing and delivering to his duly authorized legal rep-
two certain promissory same periods and at the same rate of

resentatives,
notes, payable at the interest as immediately
hereinabove provided in the case of the death of the partner within three months subsequent to the next preceding inventory.
1 7. In the event of the death of any partner, his salary shall cease from the date of his death, but his representatives shall
be entitled to withdraw an amount equal to his salary from the firm until the settlement with such representatives as above provided, but this amount so drawn, from the date of his death until the date of the settlement, shall be charged
against the share or portion in the business of such deceased
partner.
18. In
the
event of
the
Third
Partner exercising his
option,
and the
being organized, during the period of such special partnership, then the surviving partner shall have the option either of continuing the
business to the end of said special partnership and then, as speedily as can reasonably be done, liquidating the firm, or, the surviving general partner may immediately, upon the
special partnership hereinbefore provided and either of the general partners dying
death of the other general partner, proceed to liquidate the

business.
19. In the event of the present co-partnership continuing and any two of the parties hereto expressing ,
until
their intention
to continue in the
same
line of business, in
writing, to the other partner at

,
least
five
then the said
months prior to two partners shall
605
have the right and privilege during said period of five months to devote such of their time and attention as may be reasonably required by them for making purchases, sales and contracts for the new firm to be organized by them subsequent to and in such event inventories shall be taken on in
;
,
manner except the good outstanding accounts be valued at per cent of their gross amount, and doubtful outstanding accounts shall be valued by adjustment between the parties and the interest of the partner retiring from the business shall be paid to him, one-half in cash not later than and the remaining one-half by the
the customary
shall
,
partners continuing the business giving their joint promissory note to the partner so retiring for the remaining one-half of his interest, payable thereafter, bearing interest at the
rate of
. . .
.per cent.
In determining the interest of the
re-
tiring partner, there shall be charged against the interest of the partners remaining a reasonable amount for expenses which may be incurred in making purchases and sales for the account
of the
new partnership
20. In the
to be organized on or after event of the dissolution of this co-partnership
by the
exercise of the option hereinbefore given to the Third

,
Partner on
the new special partnership may be continued under the same name as this general partnership, but upon the termination of the period of said special partnership, the said firm name shall not thereafter be used,
and generally, it is agreed that in the event of the retirement of any member of this co-partnership, or upon the death of any member of this co-partnership, the said firm name shall not be continued by the remaining members or by the surviving members, as the case may be. In arriving at the value of the interest of any retiring or deceased partner, as hereinbefore provided, there shall be no charge against the remaining
partner or partners for the good will of the business.
606
Partnership Agreement Death of One Partner
Continuation of Firm in Event of Control by One Partner Rights of Legal Representatives of Deceased Partner
this
,
PARTNERSHIP AGREEMENT made between

,
,
day
of
,
the City of New York. In consideration of the agreements herein contained, the parties agree with each other as follows
all of
:
1. Said parties shall be partners, for the period and on the terms herein stated, in a general partnership which is hereby " " formed under the firm name and style of for the purpose of carrying on a general business, and of transacting such other business as the parties hereto may from time to time determine and agree upon, with its principal office in the City of 2. Said partnership shall continue for a term commencing on the and ending on the day of day of provided, however, that in the event of the death of any partner during said term, the business of the partnership shall nevertheless be continued until one year from the date of his death, even though said year shall expire
,
unless the surviving partday of ners choose to liquidate the business prior to the expiration of such year. During such year, or such portion thereof as the
after said
,
be continued as aforesaid, the capital and interest in the partnership assets of each of the partners shall remain in the business, the business shall be conducted by the remaining partners or the survivor of them, and the representatives of a deceased partner shall be entitled to the same proportion of profits that the deceased partner, if living, would have received. 3. The capital with which said partnership will commence of which $ business is $
partnership
business
may
is
contributed
by
,
$
is
is
contributed by tributed by
4.
and $
conshall
Of the net
profits of said business,
receive
607
per cent,
shall receive
per
cent,
all
and
shall
receive
per
cent,
above proportions. The shall be controlling with respect to the financial business and affairs of the partnership, and he shall determine the amount of profit to be divided from time to time during the partnership term, and the partners shall share in the profits during said term only as
accordance with his determination; provided, however, that in the event of his death, divisions or distributions of profits may be made with the consent of both of the
in
and
divisions of profits shall be in the decision or direction of
divided
remaining partners, or by the survivor of them. All the losses of said business shall be borne by the partners respectively in the proportions above provided for the division of profits. 5. Books of account shall be kept showing all the transactions of the partnership, which books shall be accessible to any of the partners, and each partner agrees that all transactions
made by him
for said partnership shall be entered in
such books.
6. Upon termination of the partnership at the the period of the partnership agreement, or by any partner as aforesaid, an account shall be taken of the affairs and business thereof and division
expiration of the death of
and rendered
of its assets
the proportions above provided for the division of profits. In taking such account, however, the firm and name shall not be valued as a partnership goodwill asset, but shall belong to the continuing or surviving partner or
shall
be
made
in
The representatives of a deceased partner shall partners. as true the account furnished by the surviving partner accept
or partners without
;
any examination by or on behalf
of such
representatives and it is hereby agreed that the determination by the surviving partner or partners of the amount to which
the estate of a deceased partner shall be entitled shall be final
and conclusive.
IN WITNESS WHEREOF, said parties have hereunto set their hands and seals (in triplicate) the day and year first above
written.
608
Partnership Agreement Expiration on One Year's Notice Contributions to Capital Treated as of Cancellation Loans Division of Profits Drawing Accounts Death of
Remain in Firm Payments to Estate Use of Firm Name on Dissolution of Deceased Partner
Partner
Capital to
PARTNERSHIP AGREEMENT, made

of
,
this
,
day
,
,
1916, between
,
all
of the
City of
and
of
1.
The
said parties hereby
form a general partnership and

,
agree to be general partners together therein in the business of
and
all
in,
cidental business, under the firm name of said partnership to have its principal office in the City of
,
with a branch
office
in
further offices at such other places as the partners time to time agree upon.
2.
may
and from
day of mutual by agreement or by notice in writing served by any partner on the others terminating the partnership at a time to be stated in such notice, which shall not be less than one year after the
,
The
said partnership shall
commence on the
and continue
until terminated
service of such notice.

3.
By mutual
may
from
assent, contributions to capital may be made to time time by any of the partners or any of such con-
tributions
be withdrawn.
Such contributions
may
be
made
in cash or in stock or securities, provided that if made in stocks and securities they shall be acceptable to all the partners.
Such contribution
all
shall,
as
between the partners and
for
treated as loans
shall
purposes of profits or settlement of partnership affairs, be by the partners respectively, and each partner
be entitled to receive interest at the rate of

the
per cent
per
annum upon
amount
and
receive the dividends
of his cash contributions, and to interest paid on any stocks or
securities contributed in lieu of cash, before
any
profit shall
be estimated or divided. 4. Of the net profits of such business, said
shall receive
609
,
per cent, said

,
per
cent,
said
,
per
cent,
and said
to be
made from time
per cent, division and distribution to time as may be agreed upon, and all
losses of said business shall
be borne by said partners respecbe entitled to draw on account
tively in the
5.
same proportion.
shall
Said
of his share of the profits each year; said
up
to the
amount
of $
in
shall
be entitled to draw on
account of his share of the profits up to the amount of $ in each year; anoT said shall be entitled to draw on account of his share of the profits up to the amount of
in each year; and if at the end of any fiscal $ or of said or of year the share of said said in the profits of that year shall not equal the amount of his drawings for that year, nevertheless he shall be entitled to retain the amount of such drawings, the excess thereof over his share of the profits for that year to be charged
,
,
to
him
it
but
is
against his share of the profits for succeeding years, understood and agreed that, at the termination of
this partnership in
any manner, any amounts then remaining

,
so charged to said shall be cancelled
said
or said
and
shall
be personally assumed by said

shall
be kept showing all the which accounts shall be accessible to all the partners, and each partner agrees that all transactions made by him for such partnership shall be entered
6.
Full
and true accounts

of
transactions
the
partnership,
No partner shall sign the firm name or otherwise contract for the firm, except in and for the ordinary business thereof.
in said books.
7. In case of the death of said during the continuance of the partnership, his capital shall (except as hereinafter provided), if his executors so elect, remain in and at the risk of the business for a period of five years (or so much
thereof as his executors

of
may determine) after the day next after his death, his estate to receive all interest, dividends, profits and other emoluments of the partnership the same as would have been the case if he had
610
lived; except that for the second of said five years the proportion of net profits to be paid to his estate shall be reduced to %, for the third of said years to %, and for
of such net years to This right of the executors of said profits. to leave his capital in the business shall apply to said business
fifth of said
.
the fourth and
'.
continued under the said firm
name
as hereinafter provided,
although changes take place other than such removal by death of said
.
in the personnel of said partnership should
therefrom. In case of the death of either of the other partners during the continuance of this partnership, his capital shall, if the
8.
surviving partners so desire, remain in and at the risk of the business until one year after the of next
of interest, dividends, drawings" or shares of profits he would have been entitled to receive if he had lived.
9.
following his death, his estate to receive "
all
payments by way which
But
if,
have been
prior to the death of any partner, a time shall fixed for termination of the partnership as herein-
before provided,
nothing in the foregoing provisions with
respect to capital remaining in the business shall require a continuance of the partnership beyond the date so fixed for
its
termination.
10.
The personal
representatives
of
a deceased partner
management of the nor shall the estate of a deceased partner business, general (beyond the amount of his capital remaining in and at the
shall
have no right to take part
in the
risk of said business as
obligations, liabilities
his death.
11.
above provided) be liable for any debts, or losses of the partnership arising after
distribution being made either to the representatives of a deceased partner or to a partner retiring by
Upon any
mutual agreement, such representatives or retiring partner shall not be entitled to receive anything on account of the
good-will of the partnership.
12. Upon termination of this partnership by expiration or either alone or with any otherwise, if said one or more of the other partners, shall continue in the same or similar business, he or they shall be entitled to continue the
,
611
use of the firm name, but if said shall not continue in the same or similar business, then any two or more of the other partners who shall form a partnership to
continue in the same or a similar business shall be entitled

to continue the use of the firm
13.
name.
partner shall execute or endorse personal notes or other obligations without advice to the other partners that
No
he proposes to do so. 14. This agreement supersedes the partnership agreement heretofore existing between the same parties
Partnership Agreement
nership
Exclusively
of
No
Partners to Devote Time to PartSpeculative Ventures Without
Legal Representatives to Assume Rights and Liabilities of Deceased Partner but with no Voice in Business
Knowledge
Other Partners
AGREEMENT made
WHEREAS, the
between
parties above
named
intend to form a co-
partnership for the purposes hereinafter stated; Now, THEREFORE, hi consideration of the premises
the
and
of
sum
of
of
One Dollar
which
is
to each in
hand paid by the
other, the
hereby acknowledged, and in further consideration of the mutual covenants and agreements herein contained, it is hereby agreed by and between the parties
receipt
hereto as follows
1.
partners in
2.
and the be such firm shall be the parties to this agreement. The objects for which said copartnership is formed are
The name
of the firm shall
in
and
3.
in
such other places as
may be
hereafter mutually agreed
upon.
The
The
said copartnership shall begin
on
and end on
4.
capital of said firm shall be the sum of $ and shall be subscribed as follows:
,
5.
The net
profits
which
may
result
from the conduct
of
612

same shall be ascertained as hereinafter be divided among said partners in the following
said business as the
provided, shall
proportions
/
Any
losses sustained in the
conduct of the business shall be
divided and borne in the same proportions. 6. Upon the last day of each month during the term of this
copartnership
shall
agreement, or any extension thereof, there be credited to each partner upon the firm books, interest
at the rate of per annum upon all sums of money contributed and paid in by him as capital, and standing to his credit as such on the said books, such interest to be cal-
or the date
of each
culated from the date upon which said sums were contributed, upon which interest was last credited upon said
sums upon the books of the copartnership up to the last day month during the continuance of this copartnership agreement, or any extension thereof, and in the event of the
termination of the copartnership, either by expiration, or limitation or otherwise, interest shall in like manner be so credited at the date of said expiration by limitation or other
termination.
And on and
after the last
day
of each
month
the said partners shall have the right to draw out any such sums credited to their accounts as interest, as provided for
in this paragraph.
7. During the continuance of this agreement there shall be paid to (one of the partners) the sum of $ per year by way. of compensation to him for the advantage arising to said firm out of his such payment to be made in equal monthly instalments, but to continue during the term of this agreement only so long as
,
he shall
8.
which payment is made). the expenses of said copartnership, including interest upon the capital subscribed thereto, and the amount specified to be paid to said
(stating the circumstance for
all
After the payment of
months from the commencement of this copartnership agreement, or more often by consent of the parties hereto, and also at the expiraas provided in the preceding paragraph, six
termination thereof, the books of said copartnership shall be balanced and a balance sheet shall be delivered
tion, or other
\
613
to each partner showing the profits or losses
from said co-
same shall have been accurately ascertained, and such profits shall be shared by and divided between and credited to and such losses borne by and charged to the said copartners in the proportions hereinabove set forth, and thereupon each partner shall be permitted to draw out his share
partnership, as the
of the profits, if any, so credited for the period during which the said books of said copartnership shall have been balanced.
covenanted and agreed by and between each of the parties hereto that he will not use the name or property of the
9.
It is
said copartnership for his own private purposes, nor for any purposes whatsoever except such as may be incidental to the conduct and management of the said business in a proper manner, nor will he use the name of said copartnership for
the use or accommodation of any other person, and the parties
hereby agree not to engage hi any other business in his or their own names or for his or their own account or benefit, or with any other person or persons, but agree to devote their
entire time, attention and energy solely to the business of the said copartnership and to use his and their best endeavors to
promote its interests, and the parties hereby further agree that he or they will not use his or their own names for the use or accommodation of any person, or become bond, surety, security, endorser or guarantor for any person, or purchase
sell, or agree to purchase or sell for his or their own benefit, or upon his or their own liability, any stocks, bonds or securities on a margin, or engage in any speculation in stocks or other
or
securities or
commodities without the knowledge and consent
of the other parties hereto. 10. In case of the violation of
any
of the provisions of this
agreement by any one of the partners, any partner not so violating the same, or his legal representatives, may at his or their option, and he and they are hereby authorized and empowered to terminate and dissolve the said copartnership immediately by giving a written notice of his intention to terminate and dissolve the same to the other partners and the
said copartnership shall thereupon at the date specified in such notice be terminated and dissolved. Such notice may be
given and served either
by
delivery thereof personally to the
614
person to
to
whom it is addressed, or by leaving the same directed at the principal place of business of the said copartnership in the City of 11. In the event of the death of a partner during the period
him
which this copartnership is formed, it is hereby agreed that the business of said copartnership, at the option of the surviving partner or partners, may be continued for a period not exceeding six months from such date, upon notice to be
for
given by such surviving partner or partners to the legal representatives of said deceased partner, but such period in no event shall be construed to extend beyond the time when such
copartnership would have been terminated under the conditions of this agreement. And it is further agreed that the
legal representatives of
such deceased partner shall be entitled
same participation in the profits of said business and bear the losses in the same proportion as such deceased partner would have been entitled to or obligated for if living, under
to the
the terms of this agreement. The legal representatives of such deceased partner shall be afforded all reasonable opportunity for an inspection of the books and business of said
copartnership as will enable
them
to follow at all times
and
from time to time the conduct

themselves that
it is
of said business
and
satisfy
being managed in accordance with the provisions of this agreement; provided, however, that such legal representatives shall have no voice in the control and
management
shall
of
said
business.
Said
legal
representatives
have the same rights of immediate termination of said copartnership as the deceased partner would have had under paragraph 10 of this agreement, if living, and at the expiration of such period the said copartnership shall be terminated and
its
affairs
liquidated
by the surviving partner or partners
under the conditions as above set forth. IN WITNESS WHEREOF, each of the parties, for himself, has hereunto set his hand and seal, the day and year first above
written.
615
Partnership Agreement Partners Admitting Employees as New Members Partners Retaining Ownership of Present
Assets and Good-will

of Partners
Drawing Accounts
Death
of
One
AGREEMENT,
,
made
t
,
between
"
Present Part-
"
ners,
and
hereinafter described
as the
of
"New
Partners," severally of the City and County
the Present Partners have for many years last in the City been past engaged in business as under the firm name and style of of which partnership, by its existing articles, in the year expires on the day of
, , ,
WHEREAS
and
WHEREAS
said firm existing
have agreed to take into as members of the with themselves and to associate
said Present Partners
firm
the
above-named
New
Partners,
who have
;
severally been in the
employ of said firm for many years last conditions herein set forth the terms and past, upon INDENTURE WITNESSETH: That THIS Now., THEREFORE, the said parties hereto, for and in consideration of the premises and of the mutual covenants herein contained, and of the sum of one dollar to each in hand paid by the other, have mutually covenanted and agreed as follows
1.
The
said business shall be continued as heretofore, in

,
the City of
under the firm name and style of

,
The
and
shall
said copartnership shall commence as of continue until and including the
day
of
2. Inasmuch as the Present Partners have contributed to such copartnership the entire plant and the existing capital, it is agreed that the good-will of the said business, the firm name and the plant and capital, and any lease of offices held
or to be held during the partnership, shall be the exclusive property of the Present Partners and that on the dissolution of the firm, or in case of the death of
any
of the
New
616
Partners, no interest shall exist in favor of such or any of them, or their representatives.
3.
New
Partners,
The
their
said New Partners shall severally respectively devote whole time and energy exclusively to the business of
the firm.
Regular books of account are to be kept, and the financial business and affairs of the firm shall be under the general
4.
(one management of and shall be conducted as heretofore.

5.
of the Present Partners)
each receive per cent, and the said New Partners shall each receive per cent out of the profits of the firm in each and every year during the partnership. The said Present Partners shall be entitled to draw $ each on the first of each and every month; and the said New Partners shall be entitled to draw the sum of $ each, in each and every week; and settlements months of profits based on shall be made once in
Said
Present
Partners
shall
actual receipts only, and debits entered in case of over-payments by such monthly or weekly drawings, or additional
made in case further profits are on hand for division. It is further agreed that the death of any of the parties hereto during the continuance of this agreement shall not
divisions
6.
operate as a dissolution of said copartnership, but the same shall be carried on by the survivors for the full term of the
partnership as is herein provided, accounting being made to the deceased partner's representatives for the interest of the deceased partner at the tune of his death, the value of the
deceased partner's interest to be fixed in every instance by the surviving partners, if any question or difference arises; the capital of the firm, however, shall remain, in case of the death
of
All until the expiration of the partnership. date of this whether for the instrument, profits received after new or old business, shall be deemed profits of the firm as
any partner
hereby constituted and divided as
is
herein set out.
of the parties hereto during the continuance of this agreement shall not operate as a dissolution of said copartnership, but the same
(Alternative Provision as follows:} 6. It is further agreed that the death of
any
shall
617
be carried on by the survivors for the full term of the partnership as is herein provided, accounting being made to the deceased partner's representatives for the interest of the deceased partner at the time of his death, the value of the deceased partner's interest to be fixed in every instance by
the surviving partners, if any question or difference arises; the amount to which the estate of a deceased partner shall be
entitled for profits, interest in the firm, good-will or otherwise, shall be the amount to which such deceased partner shall be
of his death, and, in addition thereto, an in the profits of the firm, according to to a share amount equal the partnership articles, for six months following the date
entitled
on the day
be made up in the usual manner by balancing These amounts shall be conclusive, and the only amounts to which a deceased partner's estate shall be entitled
of his death, to
the books.
for
any
interest of such deceased partner in the firm, of
any
good-will, and the firm name, plant and as shall heretofore, the property of the surviving remain, capital members of the original firm, and shall belong to the survivor
kind or nature.
The
them; the capital of the firm, however, shall remain, in case of the death of any partner, until the expiration of the partnerof
ship.
All profits received after the date of this instrument,
whether for new or old business, shall be deemed profits of the firm as hereby constituted and divided as is herein set out. 7. It is further agreed that none of the parties hereto shall,
without the consent in writing of all of the other parties, in any way use the firm name or credit, either directly or indirectly, whether by endorsement, guaranty or otherwise, except for firm business; and none of the parties shall, without
like consent,
become endorser, guarantor or surety
for
any
other person. 8. This agreement shall bind the several parties, their and each of their executors, administrators and assigns.
IN WITNESS WHEREOF the parties hereto have hereunto set their hands and seals the day and year first above written.
618
*
Partnership Agreement Senior Member Owning All Assets and Directing Financial Affairs and Business of Partnership
Payments
to Estate of
Deceased Partner
Use
of
Firm
Name
made
as
AGREEMENT
hereinafter
between
hereinafter described as the Senior
Member,
described
,
the
Other Present Partners and
New
Partner.
WHEREAS the parties hereto, with the exception of the New Partner, have heretofore been partners hi business as under the firm name of which partner,
ship expires this day;
and
business;
WHEREAS the parties hereto desire to continue said Now, THEREFORE, THIS INDENTURE WITNESSETH: THAT the parties hereto have agreed as follows
:
1.
Said business shall be continued
partners under the same firm
name
by the parties hereto as until and including the
day of
2.
The
good-will, firm
of the predecessor partnership,

it
name, plant, contracts and capital and any lease of offices held by
are
now
the exclusive property of the Senior
Member.
Any
further good-will, plant, contracts, capital and leases acquired by this partnership shall be the exclusive property of said
Senior Member. The use of the foregoing assets, however, is contributed by said Senior Member to this partnership for the term thereof, subject to the assumption by this firm of all the
liabilities attaching thereto. Any of such liabilities remaining at the end of said term shall be assumed by said Senior Member
unless this partnership shall be extended. Except as herein expressly provided, no other partner shall have any interest
in
any
of the assets of this partnership.
3. The said Other Present Partners and New Partner shall devote their time and energy exclusively to the business of this
partnership.
4.
The
financial business
and
affairs of this
partnership shall
be under the management of said Senior Member, who shall determine from time to time the amount of profits to be
divided,
619
profits divided within the
and the partners shall be entitled to share only in term of the partnership in accordance
division of net profits shall be as follows
:
with his determination.

5.
The
6.
All profits divided after the date of this instrument,
whether on new or old business, shall be deemed profits of this partnership and divided as herein set out. 7. The Senior Member shall be entitled to draw $ on the first of each month, and the said Other Present Partners and New Partner shall each be entitled to draw the sum of on the first of each month; the amounts so drawn $ to be charged as anticipated payments of profits. 8. The death of any party hereto during the term of this partnership shall not operate as a dissolution of the partnership, but the same shall be carried on by the survivors for the remainder of said term. 9. In case of the death of the Senior Member during said
his estate the
term, the surviving partners shall sum of $

estate against all liabilities
pay
to the representatives of
and shall indemnify his and obligations of this partnership
or
be,
any predecessor, and thereupon the surviving partners shall and shall be deemed to be, at the date of the death of
said Senior
plant,
Member, the owners of the good-will, firm name, contracts, capital and other assets of this partnership
:
and
predecessors, subject to the following agreement as to the use of the firm name After the death of said Senior Memits
ber, the surviving partners shall carry out all existing contracts under the firm name of and for three :
years after the death of said Senior Member, but not longer, new business may be taken under said firm name. After the
adoption of a
new
firm name, however, the survivors shall have
the right, so long as any three members of the present firm remain members of the new firm, to couple with the new firm " name the phrase " Successors of
In case of the death of any other partner during the term of this partnership, the surviving partners shall pay to
10.
620
the representatives of his estate the
sum
of $
and the surviving partners
shall assume,
in such case to assume, all liabilities
and hereby agree and obligations of this
partnership or any predecessor. 11. In case of the death of any partner, the representatives of his estate shall accept the sum agreed to be paid as above provided as a full and final settlement of the amount to which the
estate of such deceased partner shall be entitled, without any investigation or examination of the partnership property,
books or accounts on the part of such representatives or of any other person in the interest of the estate of such deceased partner.
without the consent in writing of all of the other parties, in any way use the firm name or credit, either directly or indirectly, whether by endorsement,
12.
No
party hereto
shall,
guaranty or otherwise, except for firm business, and no party shall, without like consent, become endorser, guarantor or
surety for any other person. 13. This agreement shall bind the several parties, their executors and administrators.
their
Limited Partnership
General Form
this
,
Special Provisions
of
AGREEMENT, made
between
Partners
day
,
19
as
hereinafter described as the General hereinafter
and
described
the
Special Partner.
WITNESSETH:
Said parties hereby form a limited partnership for the purpose of conducting a general business in and all business incidental thereto, under the firm name and
1.
,
style of in the City of

2.
said business to
have
its
headquarters
Said partnership shall

,
commence on the
day
of
and
of
shall terminate at the close of business
on the
day
3.
621
The
capital with
business
is
$ contributed
is
which said partnership shall commence in cash. Of the cash capital, $

said
,
,
by the
$
is
is
contributed by the said tributed by the said
conis
and
respective contributions aforesaid, and any additions thereto by any of the partners, as hereinafter provided, as between the partners and
for all purposes of division of profits and settlement of partnership affairs, shall be treated as loans by the said partners
contributed by the said
The
respectively. Each partner shall be entitled to receive interest at the rate of six per cent per annum, payable quarterly, upon the amount of the said contribution made by him before any
profits shall
be estimated or divided.
said
Interest
upon the
capital
contributed
interest
capital contributed by the other members of the partnership, and, as between said partners, shall be entitled to priority. Any partner may, with the assent of the
others,
by upon the
shall
be paid before the
amount upon which he

after fixed.
4.
increase his contribution, and thereby increase the shall receive interest, but not thereby
varying his share in the profits of the partnership, as herein-
Each
of the said General Partners shall receive
com-
pensation for services rendered in connection with the business of the partnership in the form of a salary, which shall be paid shall receive for his Said to each monthly.
services a salary of $
shall receive for his services
a year. Said a salary of $
Said
shall receive for his services
a year. a salary of
year of the
a year.
Said
shall receive for his
services a salary of $
a year.
The
fiscal
to partnership shall be from 5. After payment of the expenses of the partnership, including said salaries paid to the General Partners, the net profits
of the business shall be divided
beginning at the close of Said Special Partner shall receive

,
and distributed quarterly as follows business on

,
:
upon the
first
or
on
thereof, of said net profits all net profits in excess of $
any part
and
The
622
net profits remaining after the said payments to the said shall then be divided and distributed as follows:
Said Said Said

Said
shall receive
shall receive
shall receive
shall receive
% thereof. % thereof. % thereof. % thereof.
The losses, if any, incurred by said partnership shall be borne by the General Partners in the above proportions. 6. By mutual consent or by action of a majority of the General Partners, the salaries of any of the General Partners
be changed and the percentage of distribution of the net profits of the business may be changed without dissolution of the partnership; provided, however, that the total amount paid in salaries shall not be increased without the consent
may
of the said
7. None of the General Partners shall carry on any individual speculations. None of the General Partners shall become surety or guarantor upon any bond or undertaking, nor borrow
any money, nor execute any
note, undertaking or obligation whatever, without the consent of the other General Partners,
nor shall any General Partner sign the firm name or otherwise contract for the firm, except in and for the regular and ordinary business thereof. The Special Partner shall not sign for the
partnership nor bind the same, nor transact any business on account of the partnership, nor be employed for that purpose as
agent, attorney or otherwise. 8. In the event of the death of said
said
partnership shall cease. The death of any of the other General Partners or of the Special Partner shall not operate to dissolve
the partnership, but the same may be carried on at the option of the surviving partners for a period not to exceed twelve months from the death of any of said partners. In case the
said partnership
is continued, the surviving partners may pay the cash capital contributed by the deceased partner to his legal representatives in full upon the last day of the current
or
shall terminate.
any succeeding quarter, and thereupon the partnership In any event, however, not less than one-
half of the cash capital contributed by the deceased partner shall be paid to his legal representatives within six months
from the date
623
of his death, and the remaining one-half of the cash capital contributed by him within twelve months from the date of his death. So long as any of the cash capital contributed by the deceased partner shall remain in the business, his legal representatives shall be entitled to participate in the
profits of the partnership
upon the same
basis as the deceased
partner would have participated had he survived. Under no circumstances shall the legal representatives of the deceased partners have any right of active control or interference in the
affairs of
9.
the partnership. In the event of the death of the said
the
's interest in said partnership In case of the dissolution of said partnership the for any cause other than the death of the said shall belong right to the use of the firm name, and the other parties hereto agree to to the said make no claim whatever to the right to the use of the said
right to the use of the firm as soon as the said

shall terminate.
name,
shall cease
name. IN WITNESS WHEREOF the parties hereto have hereunto set their hands and seals the day and year first above written.
Partnership Agreement
Miscellaneous Provisions of Special Nature
AGREEMENT dated
between
"
First Partner,"
and
"
Second Partner."
WITNESSETH:
1. The First Partner and the Second Partner agree to form a partnership to engage in the business of manufacturing and under the firm name of selling "
,
partnership."
is
2.
The partnership hereby created

and
last
of the execution hereof
to begin to continue until

is
on the day
At the date
mentioned, the partnership
to be
deemed
renewed for an additional period of years, unless months than more one of the parties shall, prior to such date, give written notice to the other of his intention
624
to terminate such partnership. Similarly, at the expiration of each term of years hereunder, the partnership shall be deemed renewed for an additional period of years, unless one of the parties shall give at least months' written notice to the other of his intention to terminate the partnership at the end of such year period. The mailing of such notice hereunder by either party to the other at the last known residence address of the other party, shall be deemed sufficient notice of termination. 3. The Second Partner has contributed the sum of $.
. . .
to the capital of the partnership; the First Partner will contribute the sum of $ to the capital of the
partnership within one month from the date hereof; provided that before the end of such month, the Second Partner shall have furnished a bond in accordance with the provisions of
Paragraph "9." hereof, or the First Partner or his attorney, shall have waived in writing, the furnishof such bond. Such contributions shall not bear any ing interest. The parties hereto or either of them may, from time to time, make further contributions upon such terms as may be agreed upon between them. Should any such further contributions to the firm be made, without express agreement as to the terms thereof, such further contributions shall, as between the parties hereto, be deemed loans by the party so
contributing to the firm and shall bear compound interest at the rate of five (5%) per cent per annum compounded annually from the date of such contribution.
4. The main office, factory and headquarters of the part, nership shall be located within the City of or at such other place or places as may be agreed upon by the
parties hereto. 5. The actual
management
of the business shall
be in the
of the Second Partner. The Second Partner agrees to devote his best efforts to the management of the said business
hands
and to the furtherance of its objects and to the profit of the said business and will devote all his tune to the partnership
business.
It is
understood that the First Partner
is
engaged in
,
the business of dealing in the City of State of such business of the First Partner is ex;
pressly permitted and allowed and shall not be deemed in way a breach of his obligation hereunder nor shall he be in
625
upon to account to the Second Partner for he profits may make in connection with such business. The First Partner shall devote only such time and efforts to the partnership business as it shall be reasonably possible for him to devote in view of his other business interests. 6. In compensation for the services of the Second Partner to the partnership, he shall receive a weekly salary of $ which shall, as between the parties hereto, be deemed
way
called
any any any
an expense
7. All
of the business.
disbursements and expenses, including the salary hereinbefore provided to be paid to the Second Partner, all receipts, and all profits and losses shall be divided equally
between the parties hereto. The Second Partner shall keep just and true books of account, and shall, on the day of months thereafter, and every render a statement to the party of the first part, showing receipts, disbursements, profits and losses and all facts relating
to the financial condition of the business.
8.
The Second Partner
will
take care that any employee or
employees of the partnership who may or shall have actual occasion to handle money, shall furnish and keep in force,
satisfactory surety of their duties.
company bonds
for the faithful
performance
9. The Second Partner shall within one month from the date hereof furnish and thereafter keep in force a satisfactory surety company bond in the sum of $ conditioned for the faithful performance of his duties hereunder, unless on or before the expiration of such month, the
,
After this requirement is so waived, the First Partner may, at any subsequent time during the term hereof give notice to the Second Partner that
First Partner, or his attorney, writing, waive this requirement.
shall, in
he furnish such bond and in that event the Second Partner shall furnish such bond within one month after the date of such
notice.
10.
the firm
The bank account of the partnership shall be kept name at such Bank or Banks within the City
in
of
626
,
as may be deemed advisable. The Second Partner shall have power to draw checks in the firm name. No note shall be drawn in the firm name except upon the signature of both partners.
11.
Unless
shall
under
be
otherwise mutually agreed, all profits heredivided between the respective parties
,
hereto on
and on
is
of
each subse-
quent year.
12.
As hereinbefore
is
stated, it
understood that the First
the controlling interest in a corporation enin the business of buying and selling in gaged the City of State of and
, ,
Partner
intends to continue in such business, either as the controlling interest in the said corporation or otherwise. It is understood
and agreed that the First Partner or the firm, corporation or partnership in which he may be interested, shall purchase weekly from the partnership hereby created, at least The First Partner shall have the privilege upon at least months' notice of requiring more than giving
agreed that the partnership hereby created shall produce, deliver and sell to the First Partner, or to such firm, partnership or corporation in which he may be interested, such styles, qualities and quantities of
weekly.
It
is
as he
may, from time to time, require

It
is
in ac-
cordance with the terms hereof.

all
sold
by the partnership hereby created
further agreed that to the
First Partner or to the firm, corporation or partnership in which he may be interested, shall be sold for a price equal to
manufacturing such The term "cost" as herein used shall be

in excess of the cost of
deemed
13.
to include
It
nership
All
agreed that all profits realized by the partthrough the transactions set forth in this last
is
foregoing paragraph
shall
be deemed partnership
profits.
so purchased by the First Partner or by the firm, corporation or partnership in which he may be interested; shall be deemed purchased for the sole benefit of the First
Partner or of the firm, corporation or partnership in which he may be interested; and any profits realized by the re-sale of
PAKTNERSHIP AGREEMENTS
such
627
shall be deemed solely the profit of the First Partner or of the corporation, firm or partnership in which he may be interested; and the First Partner shall not
be accountable to the Second Partner in any way for such

profits.
14. It is agreed that the partnership hereby created shall undertake to sell to all firms, located in that part of the United States of America which is situated East of a line to be drawn along the western boundary of and will not undertake to sell to any firms situated West of such line; that on the other hand the First Partner and any firm, corporation or partnership which he may control, other than the firm hereby created, shall not undertake to sell to any
firms East of such line.

15. The Second Partner agrees that he will not, during the term hereof, endorse any note or become surety for any person or persons whatsoever, without the consent of the
First Partner.
IN WITNESS WHEREOF the parties hereto have hereunto set their hands and seals the day and year first above written.
for
Agreement
Dissolution
this
of
Partnership
,
Simple Form
AGREEMENT made
(stating
between
names and addresses of various partners)

I
WlTNESSETH That for and
sum
of
One Dollar
($1.00) to each of the parties by each of the others in hand paid, the receipt of which is hereby acknowledged, the parties
aforesaid agree as follows 1. The partnership heretofore conducted under the firm
:
name and
is
style of
pursuant to a certain
agreement entered into
by them bearing date
hereby terminated and dissolved. 2. Each of the parties does hereby remise, release and forever discharge each and every of the others, their and each
of their heirs, executors
and
all
actions,
and administrators, of and from all, manner of action and actions, cause and causes of suits, debts, demands, sums of money, accounts,
628
reckonings,

bonds,
bills,
specialties,
covenants-,
contracts,
variances, trespasses, damages, judgments, extents, executions, claims and demands whatsoever, in law or in equity, which each party ever had,
controversies,
agreements,
promises,
now has
after can, shall or
or which his heirs, executors or administrators heremay have, against any or all of the others
upon or by reason of any matter, cause or thing whatsoever, from the beginning of the world to the date hereof, by reason of any transactions in connection with said partnership or anything whatsoever growing out of the previous relations of
the said parties as
their
members
of the said partnership.
of
Agreement
Dissolution of
Partnership
between,
,
Another Form
,
AGREEMENT made
after described as First Partner,
herein-
hereinafter de,
scribed as the Second Partner
and
hereinafter
described as the Third Partner
WlTNESSETH
WHEREAS
business
the
said Partners are
copartners
carrying
on
as
under the firm name of manufacturers of and dealers in articles and
and
kindred
WHEREAS WHEREAS
it is intended to dissolve the said partnership and the Second and Third Partners are to convey and
assign their interests therein
and
all
the assets and properties
thereof, both tangible and intangible, to the First Partner
and
WHEREAS
the dissolution
is
conditioned upon the payment

,
in full of the installment

after provided.
due on
as herein-
IN CONSIDERATION of the premises and covenants herein contained the parties do hereby agree as follows,
The Second and Third Partners do hereby assign, transand convey unto the First Partner all their part or share and interest in all the leases, real property, and in the fixtures,
1.
fer
629
machinery, whether fixed or movable, patents, patent rights, trade-marks, trade names, plant, stock in trade, book and
other debts, contracts, assets, business, good-will of the said partnership, and the sole right to the use of the name of
and
absolute.
2.
all
of the said premises
The purchase price shall be the sum payable by the First Partner as follows,
$
receipt whereof
is
of $
in cash
on the signing and sealing

cash
of
hereof,
hereby acknowledged.
in
$
,
either
office
or
certified
check
,
on
at
at
the
noon.
to monthly from the payable on the first of each and every month, and thereafter the sum of $ monthly payable from on the first of each and every month thereafter for successive months, interest on said to be at the rate of payments per centum per annum from The said instalments are to be paid in equal amounts each and every month separately to the said Second and Third Partners. Said installments are to be
of $
,
The sum
evidenced by notes, one-half of the installment in each month to be to the order of the Second Partner and one-half to the
order of the Third Partner.
All of the said notes
and
all
payments
by a mortgage to be executed and delivered by the First Partner to the Second and Third Partners, covering undivided
after
all
are to be secured
share and interest in

,
of the real estate at
now existing The bond and mortgage shall be drawn at the expense of the First Partner, who shall pay for the recording
subject to two prior mortgages
thereon.
and stamps.
and
have the right to anticipate any herein payments provided for. 4. If there be default in the payment of any of the said notes for a period of thirty days, then the whole amount of indebted3.
The
First Partner shall
all
due and owing shall, at the option Third Partner become due at once.
ness
still
of the
Second and
630
5.
The
as
from the date
said partnership is hereby determined and dissolved of these presents and the Second and Third
Partners are not to participate in any

exercise
way
in the business or
any control or rights therein, on condition, however, that the First Partner shall fully pay the said sum of $
as herein provided, and if he fails so to do, the Second and Third Partners shall have the right and option to continue the partnership agreement in force on the day of
,
these presents and to exercise their rights and privileges under the said partnership agreement as though the same had never
been terminated. 6. In case of default, the Second and Third Partners shall have a right to retain the said sum of $ paid on
the execution of this agreement as liquidated damages. It is agreed that there is no way of determining the exact amount of
parties of the second part shall or may reason of a default in the payment of said $ by and that thereby they have been obstructed from entering into or engaging in any new business or ventures and from
suffer
damages which the
earning any benefits or emoluments during the perid ending

7. The Second and Third Partners covenant with the First Partner that neither of them has at any time heretofore except as appears by the books of the said partnership, contracted
any debt or obligation which can or may charge the
said
First Partner or the assets of the said partnership or the partnership, nor has either of them received or discharged any of
the credits,
8.
moneys or effects. The Second and Third Partners agree
to sign
any and
all
other necessary papers to carry out the purport of these presents and to vest in the First Partner title to property and assets on payment of $ 9. The First Partner covenants that he will in due course pay
the debts and discharge all the liabilities of the partnership and will at all times hereafter indemnify the said Second
all
and Third Partners against all such debts and liabilities and all actions, costs and expenses in respect thereof. 10. Each of the parties does hereby release and forever discharge the other of them from all actions, proceedings claims
631
and demands whatsoever which such respective releasing party has against the other of them on account of the said partnership or anything relating thereto, but so nevertheless that this present release shall not prejudice or affect any of the
covenants, agreements or provisions herein contained or the rights or remedies of the said respective parties.
IN WITNESS hands and seals
WHEREOF
this ....
the parties have hereto set their

of
x
day
Agreement for Dissolution of Partnership Assignment of Some of Assets Equalization of Capital Contributions
Accounting
AGREEMENT made
tween and
,
this
....
day
of
by and
be-
hereinafter described as the First Partner hereinafter described as the Second Partner.
One Dollar, paid by each of the parties hereto to the other, receipt whereof is hereby acknowledged, and in further consideration of the mutual
In consideration of the
of
sum
promises, covenants and agreements herein contained, hereby agreed by and between the parties hereto as follows
it
:
is
.1. The copartnership existing between the parties hereto under the name of pursuant to the partnership is dated hereby terminated and is agreement to be liquidated as of the close of business on the day first above written. No further business or obligations on behalf of said copartnership shall be transacted or incurred by either
of the parties hereto excepting for the purposes of carrying
out said liquidation. 2. Said First Partner hereby sells, assigns, transfers and sets over unto said Second Partner all his right, title and interest in
and
to,
and
in relation to, all property of
every kin,
name and nature and wherever

excepting the following
(a)
:
situated of said copartnership,
The commercial paper
hand or out on option and
of said copartnership either on any sums owing to said copartner:
ship other than the Liberty Bonds hereinafter mentioned (b) Cash on hand or on deposit.
(c)
The
lease of the offices of said copartnership at
632
3.

In the
copartnership accounting,
on winding up
its
affairs, said Second Partner is to be debited with the furniture face value of 4 per cent United States Liberty and $ Bonds, all at the cost price thereof as shown by the books of
said copartnership.
There shall be no distribution among the parties hereto such as partners of cash of said copartnership until all liabilities thereof, other than on said lease, are settled, and said
4.
commercial paper and sums due said copartnership mentioned paragraph 2 hereof have been either sold at prices mutually agreed upon or collected. When all liabilities of said copartnership, other than on said lease, have been paid, distribution of funds on hand shall be made to said First Partner on account of his capital account in said copartnership until his capital therein is reduced to an amount equal to the capital account of said Second Partner in said
in subdivision (a) of
The foregoing provisions of this paragraph, however, shall not apply to the assets of said copartnership which on the date hereof are to become the property of said Second Partner as aforesaid. After all liabilities of said copartnership have been paid or liquidated there shall be an
copartnership.
accounting and
5.
final distribution
among
the parties hereto.
no check on any bank account of the said copartnership shall be drawn by either party hereto without the countersignature of the other party
after the
On and
hereto.
6.
This agreement shall
bind and inure to the benefit
of the parties hereto, their respective executors, administrators and assigns.
IN WITNESS
set his
WHEREOF
hand and
seal, in duplicate,
each of said parties has hereunto the day and year first
above written.
Purchase by Surviving Partner upon Death
of Partner
AGREEMENT made
and
between
WITNESSETH: WHEREAS we are and have been

,
for
doing business under the firm
name
of
some time past partners and desire

,
633
of the death of either
to provide for the sale of the business of said firm in the event one of the partners by the purchase by
the survivor of the interest of the deceased,

as follows
1.
:
we
therefore agree
the death of one of us, the business shall be continued until the succeeding the death of the de-
Upon
ceased partner, and the surviving partner shall have the option to keep invested in the business of the firm, as a loan, the
amount
of capital appearing upon the books of the firm to the credit of the deceased partner upon the first day of
following the death of said deceased partner, and after the taking of inventory, the amount of capital appearing on the
books of the firm to the credit of the said deceased partner, upon the following terms and conditions:
the surviving partner shall elect to exercise this ophe shall serve upon the legal representatives of the deceased partner, by registered mail within thirty days from
2.
If
tion,
the issuance of letters of administration or letters testamentary to the legal representatives of the deceased partner, written
notice of such election.
3. The surviving partner shall pay interest at six per cent on the amount invested in said business on the first days of February and August, and the estate of the deceased partner shall not be entitled to any additional profits of the said busi-
ness after
4.
succeeding his death.

surviving partner hereby agrees to hold the estate
The
of the deceased partner harmless from any and all loss shall be sustained by the partnership subsequent to
which
after his death.

5. The surviving partner shall pay the amount of the capital to the credit of the deceased partner on succeeding his death, to his legal representatives in five equal installments as follows: one, two, three, four and five years after the first
day
6.
of
February succeeding the death of said partner.
agreed that the estate of the deceased partner shall not be liable for any debt incurred after succeeding
It is
his death.
7.
fixed for the
The surviving partner may at any time prior to the time making of the payments provided for in clause
634
(d)

pay the same
to the legal representatives of the deceased partner at the expiration of thirty days after the personal service of a written notice of his intention to make such pay-
ment.
Agreement
of
Partner to Withdraw upon Payment
Williston, Sections 521, 1868.
AGREEMENT made
between
'
hereinafter referred to as the retiring partner, and hereinafter referred to as the continuing partners,
WlTNESSETH 1. The retiring partner hereby withdraws from the firm of of which he up to this date has been a partner, and hereby sells, assigns, transfers and sets over to the continuing partners, all his right, title and interest in and to said firm and in and to the assets and property of said firm, upon
:
the following terms, which the continuing partners agree to
conform to and comply with

2.
The continuing partners agree

liabilities of said
debts and
3.
to pay and discharge all firm and to indemnify, save and keep
liability therefor.
harmless the retiring partner of and from any
The continuing
partners agree to
pay
to the retiring
partner $

Contract for Purchase and Sale of Real Property
Form used by Lawyers Title & Trust Company of New York. 2

Williston, Sections 411, 430, 487, 488, 494, 519, 523, 578,
586, 675, 723, 729, 767, 791, 841, 847, 852, 853, 854, 923, 924, 925, 926 note, 930, 936-938, 940, 1347,
1399, 1400, 1430, 1443, 1456, 1480 note, 1571, 1642, 1705, 1919, 2002.
AGREEMENT made and dated

between
hereinafter described as the seller, and hereinafter described as the purchaser.
WITNESSETH, that the
seller agrees to sell
and convey and
the purchaser agrees to purchase all that lot or parcel of land, with the buildings and improvements thereon, in the
1.
The price is
:
DOLLARS, payable as follows DOLLARS on the signing of this contract, the receipt of which is hereby acknowledged DOLLARS in cash on the delivery of the deed as hereinafter
provided. Said premises are sold subject to building restrictions and regulations in resolution or ordinance adopted by the Board of
Estimate and Apportionment of the City of
New York,
1916, and amendments and additions thereto now 2. THE DEED shall be delivered upon the receipt of ments at the office of o'clock on at Rents and interest on mortgages, rents of gas ranges
if
July 25, in force.
said pay-
19 ...
any, are to be apportioned. 3. If there be a water meter on the premises, the seller shall furnish a reading to a date not more than thirty days prior to
1
Numbers were
See page 458, for leases. assigned to paragraphs by the author for convenience of
reference.
635
636
date herein set for closing title and the unfixed meter charge for the intervening time shall be apportioned on the basis of
meter reading. the time of the delivery of the deed the premises or shall be or shall have been affected by any thereof any part assessment or assessments which are or may become payable in annual installments of which the first installment is then due or has been paid, then for the purposes of this contract all the unpaid installments of any such assessment, including those which are to become due and payable after the delivery of the deed, shall be deemed to be due and payable and to be liens upon the premises affected thereby and shall be paid and dissuch
last
4. If at
charged by the seller thereof, upon the delivery of the deed. 5. The deed shall be in proper statutory short form for record, shall contain the usual full covenants and warranty, and shall
be duly executed and acknowledged by the seller, at the seller's expense, so as to convey to the purchaser the fee simple of said premises, free of all incumbrances except as herein stated.
6.
in
and
This sale covers all right, title and interest of the seller of, to any land lying in the bed of any street, road or avenue
opened or proposed, in front
of or adjoining said premises to the centre line thereof, or all right, title and interest of seller in and to any award made or to be made in lieu thereof, and the seller
will
title,
execute and deliver to the purchaser, on the closing of or thereafter, on demand, all proper instruments for the
title
conveyance of such such award.

7.
and the assignment and
collection of
All personal property appurtenant to or used in the opera-
tion of said premises is represented to be and is included in this sale.

8. All
owned by the
seller
notes or notices of violation of law or municipal ordinances, orders or requirements noted in or issued by any Department of the City and State of New York, against or
affecting the premises at the date hereof, shall be complied with by the seller and the premises shall be conveyed free of the
same.
tion to
9.
The seller shall furnish the purchaser with an authorizamake the necessary searches therefor.
sums paid on account
of this contract
title
All
and the reason-
able expense of the examination of the
to said premises are

hereby made
after default
liens thereon,
637
but such
liens shall
not continue
by the purchaser under this contract. 10. The risk of loss or damage to said premises the delivery of the deed is assumed by the seller.
11.
by
fire until
stipulations herein are to apply to and bind the heirs, executors, administrators, successors and assigns of the
The
respective parties.
12.
The
seller
agrees that
brought about this sale and agrees to pay the broker's commission therefor.
WITNESS the
In presence of
signatures
and
seals
of the
above
parties.
Contract for Exchange of Real Property
Form prepared and used by Lawyers

of
Title
& Trust Company
New
York. 1
Williston, Sections 411, 430, 487, 488-494, 519, 523, 578,
586, 675, 723, 729, 767, 791, 841, 847, 852, 853, 854, 923, 924, 925, 926 note, 930, 936 to 938, 940, 1347, 1399, 1400,
1430, 1443, 1456, 1480 note, 1571, 1642, 1705, 1919, 2002.
AGREEMENT, FOR THE EXCHANGE OF PROPERTY, made and

dated
BETWEEN
herein designated as the party of the first part, and herein designated as the party of the second part, 1. WITNESSETH: The party of the first part, in. consideration
of one dollar paid, the receipt of which is hereby acknowledged, and also in consideration of the conveyance by the party of the
second part of the premises hereinafter secondly described, hereby agrees to sell and convey to the party of the second part, at a valuation for the purposes of this contract of
DOLLARS,
that lot or parcel of land, with the buildings and improvements thereon, in the
all
2. The party of the second part, in consideration of one dollar paid, the receipt of which is hereby acknowledged, and also in consideration of such conveyance by the party of the first
1
Numbers were
assigned to paragraphs for convenience of reference.
638
part, agrees to sell and convey to the party of the first part, at a valuation for the purposes of this contract of
DOLLARS,
that lot or parcel of land, with the buildings and improvements thereon, in the
all
3.
The premises which

first
:
the
are to be conveyed by the party of part are to be conveyed subject to the following inare to be conveyed
cumbrances
4.
The premises which

:
by the party
of
the second part are to be conveyed subject to the following
incumbrances
5.
ises,
The
difference
between the value
of the respective
prem-
over and above incumbrances shall be deemed, for the purdollars, poses of this contract, to be and that sum shall be due and payable by the party of the
part, as follows
6.
:
Said premises are sold subject to building restrictions and regulations in resolution or ordinance adopted by the Board of
Estimate and Apportionment of the City of
New
York, July 25,
1916, and amendments and additions thereto now in force. 7. THE DEEDS shall be delivered and exchanged upon the receipt of said payments at the office of at o'clock on 19 ... Rents and interest on mortgages, rents of gas ranges
if
any are
8.
to be apportioned.
be a water meter on either of the premises, the a reading to a date not more than to date herein set for closing title and the thirty days prior unfixed meter charge for the intervening time shall be apportioned on the basis of such last meter reading. 9. If, at the time for the delivery of the deeds, either of the premises or any part thereof shall be or shall have been affected by any assessment or assessments which are or may become payable in annual installments of which the first installment is then due or has been paid, then for the purposes of this conIf there seller thereof shall furnish
tract all the unpaid installments of any such assessment, including those which are to become due and payable after the
and
delivery of the deed, shall be deemed to be due and payable to be liens upon the premises affected thereby and shall

be paid and discharged by the
of the deed.
10.
seller thereof
639
upon the delivery
be hi proper statutory short form for covenants and warranty, and shall be duly executed and acknowledged by the seller, at the seller's expense, so as to convey to the purchaser the fee simple of the premises respectively therein described free of all incumbrances except as herein stated. 11. This sale covers all right, title and interest of the seller of,
shall
Each deed
record, shall contain the usual full
and to any land lying in the bed of any street, road or avenue, opened or proposed, in front of or adjoining said premises, to the centre line thereof, or all right, title and interest of seller in and to any award made or to be made in lieu thereof, and the seller will execute and deliver to the purchaser, on closing of title, or thereafter, on demand, all proper instruments for the conveyance of such title and the assignment and collection of
in
such award.
personal property appurtenant to or used in the operation of either of said premises is represented to be owned by the
12. All
seller thereof
and
is
included in this sale.
notes or notices of violation of law or municipal ordior requirements noted in or issued by any Deorders nances, of the City of New York against or affecting the partment
13. All
premises at the date hereof, shall be complied with by the seller and the premises shall be conveyed free of the same.
The seller shall furnish the purchaser with an authorization to make the necessary searches therefor. 14. All sums paid on account of this contract and the reasonable expense of the examination of the
title
to said premises are
hereby made
15.
but such liens shall not continue after default by the purchaser under this contract.
liens thereon,
The
risk of loss or
damage
the delivery of the deed
is
to said premises by fire until assumed by the seller of each of said
premises respectively.
stipulations herein are to apply to and bind the heirs, executors, administrators, successors and assigns of the
16.
The
respective parties.
WITNESS the
In presence of
signatures
and
seals of the
above
parties.
640
Contract for Sale of Real Estate, reserving Right of Seller to Cancel in the Event of his Failure to Acquire Title
between hereinafter described as the Seller, and hereinafter described as the Purchaser; WITNESSETH: 1. The Seller agrees to sell and convey or cause to be conveyed and the Purchaser agrees to purchase SUBJECT to any state of facts that an accurate survey would
,
AGREEMENT made
show.
so-called zoning restrictions. lettings to present tenants, each of which is subon ninety days' notice. to cancellation ject SUBJECT to covenants and restrictions, if any, contained in
SUBJECT to SUBJECT to
prior deeds of record not violated
by the present use of the of said premises for businot the use and preventing premises
ness purposes.
The
$ $
price
is
payable as follows
on the signing of this contract, the receipt of which is hereby acknowledged. in cash on the delivery of the deed as hereinafter provided. 2. This contract is one of several contracts
made
simultanecontracts
ously herewith
is
it is
agreed that
title
under
all of said
to close simultaneously and if for any reason, any of said contracts shall fail of consummation, the Seller may cancel and
annul this contract and the same shall be at an end and that
neither party shall have any claim against the other thereon except that the Seller agrees to return to the purchaser said
deposit with trust

3.
company
interest thereon.
not the sole owner of the said premises, but owns an undivided part thereof. The said premises are the subject-matter with other property of a partition action
Seller is
The
among
4.
the heirs of
It is agreed that the Seller will
take immediate steps to
procure the approval of this contract by 5. It is agreed that if for any reason the Seller should be unable to procure and convey title hereunder, then this con-

tract
shall
641
be canceled and annulled by the sellers and the same thereupon be at an end and neither party shall have any claim against the other thereon except the sellers in that event
may
agree to return to the purchaser the said deposit of $ together with trust company interest thereon. agree to maintain the said deposit intact pending this contract in the form of a certificate of deposit with the Equitable Trust Company to be taken in the name of
6.
The
sellers
and
to bear interest.
7.
The deed
or deeds shall be delivered
upon the
of
receipt of
,
said
payments at the office of

,
on
option of the Seller. consents and court orders shall not have been obtained by the Seller on or before the said last mentioned date the Seller shall
or sooner on five days' notice at the It is agreed that in case the necessary
be entitled to a reasonable adjournment for that purpose. 8. The deed or deeds shall be in proper statutory short form for record and shall be good and sufficient deeds, duly executed
and acknowledged by the grantors at the Seller's expense so as to convey to the purchaser the fee simple of the said premises free of all encumbrances except as herein stated. 9. Rents and insurance premiums are to be apportioned as of
the date of closing.
10.
The
risk of loss or
is
damage
to said premises
by
fire until

11.
heirs,
assumed by the sellers. The stipulations aforesaid are to apply to and bind the executors, successors, administrators and assigns of the
\
respective parties.
Contract for Purchase of Building to be Constructed
AGREEMENT, made and dated

between
,
residing at
,
hereinafter
,
described as the seller and

herein described as the purchaser,
residing at
WITNESSETH:
1.
The
seller agrees to sell

all
and convey, and the purchaser
agrees to purchase
that lot or parcel of land, with the
642
buildings

and improvements thereon,
situate, lying
and being
in (insert description).
2. IT Is UNDERSTOOD AND AGREED that the Sellers shall immediately proceed with the construction of two buildings on the premises above described, in accordance with the plans
specifications made by provides for the construction of
and
Architect,
and which and shall
be arranged for the occupancy of two families on the second floors, and two stores on the ground floor and another adjoining building on the west thereof, arranged for one store on the ground floor, and for the occupancy of one family on the second and third floors, and one family in the rear of the
and third
store.
3. IT is AGREED that the said buildings shall be constructed not only in accordance with the plans and specifications aforementioned, but also in accordance with any requirements of
the Building or Other Department, State or Municipal, and that the buildings shall not be deemed complete until certificates of occupancy have been duly issued
of the
by the Building
and same, together Departments City of with necessary electrical certificates of the Fire Department and Board of Fire Underwriters, are delivered
to the purchaser, and said buildings must be completed in each and every respect, water turned on, all plumbing and steam heat instruments, pipes and apparatus shall be found
good working order and condition and everything that is reasonably implied as necessary and proper towards the completion of a building has been done by the seller, so that the building, when completed, and possession delivered, will be ready for occupancy without requiring any further additions, amendments or improvements. There shall be no variation of the plans and specifications by the sellers unless required by such State or Municipal Departments, and unless it be by and with the consent of the purchaser in writing. The premises shall also be delivered broom clean at the time of
in
the closing of title as herein provided. 4. IT us ALSO UNDERSTOOD AND AGREED that should the
be unduly delayed thorugh any cause over which they are unable to exercise any control and for which they are not
sellers
643
shall
legally responsible, that then the time of the closing of title be deemed extended accordingly, but in no event, shall
the purchasers be obliged to take title to said premises after the For the purpose of taking title, the sellers shall
surrender simultaneously therewith the certificates of occupancy and the electrical certificates.
The price is $ payable as follows The deed shall be delivered upon the receipt of said payment at the office of sellers at the expense of the purchaser, who shall also pay the mortgage tax, recording fees and United States Internal Revenue Stamps.
5.
:
6.
7.
Rents and interest on mortgages,
if
any, are
to be apportioned.
8.
The
seller
agrees that
brought about
this sale
lished
and agrees to pay the commission at the rates estabor adopted by the Board of Real Estate Brokers
therefor.
9.
of, in
This sale covers all right, title and interest of the seller, and to any land lying in the bed of any street, road or ave-
nue, opened or proposed, in front of or adjoining said premises, to the centre line thereof, or all right, title and interest of the seller
and to any award made or to be made in lieu thereof, and in any award for damage to said premises by reason of change of grade of any street and the seller will execute and deliver to the purchaser, on closing of title, or thereafter on demand, all proper instruments for the conveyance of such title and the assignment and collection of any such award. 10. If there be a water meter on the premises, the seller shall furnish a reading to a date not more than thirty days prior to the time herein set forth for closing title and the unfixed meter charge for the intervening time shall be apportioned on the basis of such last reading. 11. The deed shall be in proper statutory short form for record, shall contain the usual full covenants and warranty, and shall be duly executed and acknowledged by the seller,
in
at the seller's expense, so as to convey to the purchaser, the fee simple of the said premises, free of all encumbrances except
as herein stated.
12.
The
seller shall give
and the purchaser
shall accept at
644
title

such as the Title Guarantee and Trust
insure.
Company
will
approve and
property appurtenant to or used in the operation of said premises is represented to be owned by the seller and is included in this sale.
13. All personal 14. All sums paid on account of this contract, and the reasonable expense of the examination of the title to said premises are hereby made liens thereon, but such liens shall
not continue after default by the purchaser under this contract. 15. If there be a mortgage on the premises and such mortgage has been reduced by payments on account of the principal
thereof, then the seller agrees to deliver to the purchaser at the time of delivery of the deed a proper certificate executed and
acknowledged by the holder
of
such mortgage and in form for
recording, certifying as to the amount of the unpaid principal sum of such mortgage and rate of interest thereon, and the
seller shall
pay the
fees for recording
such
certificate.
16. All notes or notices of violation of
law or municipal
ordinances, orders or requirements noted in or issued by the Tenement House Department, Fire Department, Building
,
Department, Department of Water Supply, Gas and Electricity, or any other State or Municipal Department having
against or affecting the premises at the date be complied with by the seller and the "premises shall be conveyed free of the same. The seller shall furnish the purchaser with an authorization to make the necessary
jurisdiction,
hereof, shall
searches therefor.
17. Subject to Building Restrictions and regulations contained in a resolution or ordinance adopted July 25, 1916, by
the Board of Estimate and Apportionment of the City of
New York
18.
and amendments thereto.

risk of loss or
is
The The
damage
to said premises
seller.
by
fire
until

19.
assumed by the
stipulations aforesaid are to apply to and bind the heirs, executors, administrators, successors and assigns of the
respective parties. WITNESS the signatures
and
seals of the
above
parties.
Agreement
for
Participation
of
Interest
Title
in
Mortgage

of
& Trust Company
New
Clare
York.
Zahke, 181 App. Div. 173, 168 N. Y. Supp. 396; N. Y. Life Ins. Co., 178 App. Div. 877, 166 N. Y.
v.
Thomas
v.
Supp. 95; Clare v. N. Y. Life Ins. Co., 100 Misc. 308, 166 N. Y. Supp.
647.
AGREEMENT, made
this
,
day
of
one
thousand nine hundred and
BETWEEN
part, after designated as the party of the second part,
who
hereinafter designated as the party of the first and herein-
who
....
WHEREAS, the party of the first part has this day the party of the second part a certain Indenture of Mortgage and the Bond which
cures,
it
se-
which Mortgage was made

to secure
to
Dollars,
by
and
interest,
and
is
dated
19
and
.
recorded
,
in
the
office of
on the Register of the County of 19 in Liber Section .... of Mortgages,

. .
page
and
of the second part in of
WHEREAS, the ownership of the party said Bond and Mortgage is to the extent
Dollars,
with interest, and the party of the first part is now the owner but of the balance of said mortgage debt the ownership of the party of the second part is prior and
superior to that of the party of the first part, Now, THEREFORE, the parties hereto in consideration of
the premises mutually certify and agree: 1. That the ownership of the party of the second part
in
said
Bond and Mortgage

,
is
now
.
per centum Dollars, with interest thereon at the rate of from each in19 from annum payable per
.
645
646

Mortgage, and that
stalment of interest on said Bond and

the party of the first part
is
now
the owner of the balance of
said Mortgage debt, but the ownership of the party of the second part is and shall be in every way prior and superior to that of the party of the first part, as if the party of the second Dollars, part held a first mortgage for a and interest, and the party of the first part held second and subordinate mortgage to secure the balance of the
mortgage debt. 2. That the party of the second part is authorized to receive the instalments of interest due and to become due on the said Bond and Mortgage and to give proper receipts therefor, and after deducting from each instalment the amount thereof due under this agreement to the party of the second
the balance to the party of the first part by mailing the same to the party of the first part at the address herein given.
part, shall remit
That the party of the second part shall have all the rights of any holder of said Bond and Mortgage and is authorized to accept payment of said Bond and Mortgage and to execute a satisfaction piece therefor, and in the event of any default on said Bond and Mortgage to foreclose the same and receive the proceeds of sale from the Referee; but the party of the first part shall in any and every event have the right to an accounting for all money received by said party of the
3.
second part in excess of the ownership of the party of the second part in said Bond and Mortgage. All rights and authority given under this article are irrevocable.
by the party
of the first part
4. That the party of the second part is to notify the party of the first part of any and every default on said Bond and Mortgage and of any and every foreclosure by making the
party of the first part a defendant in any and every suit without further notice or demand, but the party of the second part shall be under no other obligation to protect the interests of the party of the first part under any such suit or upon any sale under any such foreclosure. 5. That the interest of the party of the first part hereunder is not assignable. That the interest of the party of the second

part
ity
is
647
on the part
is
assignable to any person or corporation without liabilof the party of the second part, if the assign-
ment
6.
made
That
subject to this agreement. the party of the second part will
sell
of the first part at

,
any time
after the
to the party day of
19
in said
Bond and Mortgage, and
the interest of the party of the second part will assign the said Bond and
Mortgage
amount
to the party of the first part, upon being paid the of the share or interest of the party of the second part
in said Bond and Mortgage, including principal and interest, at the time of such sale, provided such sale and assignment be requested in writing, days previous to the date on
this agreement be given to the party of the first part by a notice sent through the registered mail and directed to the address of the
shall
which they shall be required to be made. 7. That any notice or demand required by
party of the
8.
first
part given herein.

shall
That
this
agreement
be binding upon and enure
to the benefit of the respective legal representatives of the parties hereto and the assigns of said party of the second part.
Agreement Subordinating Mortgage.
Form prepared and used by Lawyers Title & Trust Company

of
New
York.
THIS AGREEMENT, made the thousand nine hundred and
day
,
of
one
BETWEEN
hereinafter designated as the party of the first part, hereinafter designated as the party of the second part, hereinafter designated as the party of the third part,
and
WlTNESSETH WHEREAS, the party

:
of the first part premises situated in the Borough of of New York,
is
the owner in fee of

,
in the City
and
648

the
WHEREAS,
owner .... and holder .... of a certain mortgage covering said premises, or a part thereof, as by reference to said mortgage will appear, and of the bond which said mortgage secures, said 19 day of mortgage bearing date the
.
being made by to secure payment of the
to
sum
of
Dollars,
Office of the Register of the 19 , day of
. .
and
in
interest,
County
and
in the
of
and recorded in the on the

,
Liber
of
Section
of
Mortgages,
page
WHEREAS, on condition that said mortgage be subordinated manner hereinafter appearing, the party of the third
is
part
about
mortgage coverbearing date the

Dollars
,
.
.
ing said premises hereinabove described, 19 made by day of

.
to
to secure
interest.
and
Now, THEREFORE,
and
and to
induce the said party of the third part to

also in consideration of one dollar to each of them paid by the party of the third part, the receipt whereof is hereby acknowledged, the said parties of the first and second parts Do HEREBY, severally and respectively, covenant, consent
and
and with the said party of the third part, that held by the party of the mortgage second part shall be, and the same hereby made subject and subordinate in lien to the lien of said mortgage for the Dollars, and interest
agree, to
said
party of the third part.
THIS AGREEMENT
benefit
cessors
of
shall
be binding upon and enure to the

suc-
and assigns
the respective heirs, legal representatives, of the parties hereto.
649
Building Loan Contract.
Form prepared and used by Lawyers Title & Trust Company

of
New
York.
this
AGREEMENT, made
day
of
19
BETWEEN
hereinafter referred to as the borrower, hereinafter referred to as the lender.
and
to the lender for a loan of
of the borrower,
WHEREAS, the borrower has applied

Dollars' to be evidenced
duly executed and acknowledged for the payment on demand 19. of the said made after the day of
,
.
.
by the bond
sum
of
Dollars,
or
so
much
thereof
as
shall at any time be advanced by the holder of the said bond, with interest upon each amount so advanced, from the day when such advance was made to the date of payment, at the
rate of
per centum per annum.

said
bond
to be secured
mortgage on the premises described as follows: by a The borrower covenants to erect on said premises the following described building in accordance with the plans therefor and duly approved by the Department of Buildings of the City of New York, and, if such building be affected by the Tenement House Law, the Tenement House Department of
filed in
the City of
lender.
New
for said building to
York. The said plans and the specifications be first submitted to and approved by the
The
and
building which the borrower covenants to erect shall be

cost not less than
it is
shall
Dollars.
:
agreed between the parties as follows Now, THEREFORE, 1. That said Mortgage is to be duly executed and acknowledged by all persons necessary to make it a valid lien on said premises for the advances to be made, and the said Bond and Mortgage are to be in form approved by the lender, and it is expressly understood ana agreed, that all gas fixtures, bath tubs, dressers, wardrobes,
650
furnaces,
articles,

ranges,
mantels,
grates
fixture
and each and every
and similar fixtures and and improvement, attached
to or placed in the said building, to be used in connection therewith, shall form, part of the mortgaged premises, to be
covered by and subject to the lien of the mortgage given to secure the advances herein provided for. The said Bond and
Mortgage are
19.
. .
to be delivered
on the
of
at ... .M., at the office of

,
day of LAWYERS TITLE AND TRUST

,
COMPANY,
York.
2.
Borough
City of
New
That the lender may deduct from any payment to be this agreement any amount necessary for the payment of any expenses relating to the examination of the title to the said premises or incurred in the procuring and making of the said loan, or in the payment of any incumbrance, tax, assessment or other charge or lien upon the said premises existing at any time, whether before or after the making of said loan, and apply such amounts in making said payments, and all sums so applied shall be deemed advances under this agreement and secured by said Bond and Mortgage.
made under
"
The advances to be made upon the said Mortgage, and to be secured by said premises and the buildings and im3.
provements, including all fixtures, to be thereon erected, shall be as the lender shall determine, but substantially in accordance with the following schedule:
4.
The
lender may, at
its
option,
upon the
satisfactory
completion of the said buildings, loan to the borrower a sum to be fixed by the lender, in addition to the amount herein
agreed to be advanced as a building loan, which said additional sum, together with the amount of this building loan, shall then constitute a single loan upon said premises, to be secured by a
mortgage, to be then executed and recorded, to run for such length of time and at such rate of interest as the lender may determine.
5. The lender agrees to make said loan and the borrower agrees to take said loan upon the terms and conditions above set forth, and also as follows:
That the borrower at the time fixed for the delivery of the Mortgage shall pay the charges for the examination of the title
I.

to the said premises, surveys also pay the recording fees.
651
and drawing
of papers,
and
shall
II. That the fees paid to the lender for the making of this loan are in accordance with the number of payments and inspections to be made as per the foregoing schedule. If any
payments or inspections are requested by the borother than provided for in the foregoing schedule, a rower, Dollars for each said inspection shall be charge of-.
additional
for the additional inspection and continuation of searches, etc., but the lender is under no obligation to make any additional inspection or payment, and the making of
made, as a payment
same
shall
be entirely at the option of said lender.
That the lender may at any time release portions of the mortgaged premises upon receiving what, in the opinion of the lender, is a proper payment on account of the Mortgage debt. IV. That the lender may require five days' notice in writing from the borrower before an advance shall be called for. V. That no advance shall be due unless, in the judgment of the lender, all work usually done at the stage of construction when the advance is made payable be done in a good and workmanlike manner, and all material and fixtures usually furnished and installed at that time are furnished and installed, but the lender may advance parts or the whole of any instalments before they become due, if the lender believes it advisable so to do, and all such advances or payments shall be deemed to have
III.
been made in pursuance of this Agreement. A receipt for any advance may be made by any one of the parties constituting the borrower, if more than one person, with the same effect as if signed by all of such persons. VI. That the lender may cause said loan to be made by some
other person or corporation. That the Bond and Mortgage That the proshall then run to said person or corporation.
visions of this
if
Agreement
shall
apply to such Bond and Mort-
the loan be so made, it shall be deemed a comgage, and, pliance by the lender with this Agreement. That the lender may assign said Bond and Mortgage and cause the assignee to make any advances not made at the time of the assignment,
and
the provisions of this Agreement shall continue to apply to -aid loan and Bond and Mortgage.
all
652
VII. That the lender or any holder of said Bond and Mortgage may extend the payment of the principal secured by said
Bond and Mortgage, and any extension so granted shall be deemed made in pursuance of this Agreement and not to be a
modification thereof.
VIII. That the lender or any holder of said Bond and Mortgage may employ a watchman to protect the buildings from
depredation or injury, and the expense of so doing shall be deemed an advance to the lender, and secured by said Bond and Mortgage. IX. That if the construction of said buildings be at any time
discontinued or not carried on with reasonable despatch in the
judgment of the lender, said lender or any holder of said Bond and Mortgage may purchase materials and employ workmen to protect said buildings so that the same will not suffer from
depredation or the weather, or to complete said buildings, so that they may be used for the purposes for which they are designed, under the said plans and specifications. X. That all the sums so paid or expended shall be
advances to the borrower and secured by said gage, and may be applied, at the option of said lender or any holder of said Bond and Mortgage, to any advances thereafter
deemed Bond and Mort-
becoming due. XI. That in the event

still
of the death of the borrower while
holding
title to
lender
will, in
case the
the premises hereinbefore described, the work upon the said buildings is contin-
ued as provided in this agreement, continue to make advances under this agreement and subject to all its terms and conditions to the borrower's Executors or Administrators; and all sums so advanced by the lender shall be deemed advances under this agreement, as if made to the borrower in his lifetime, and shall be secured by said Bond and Mortgage. XII. That in the event of the borrower's parting with or
being in any way, except by death, deprived of his title to the premises described in this agreement, the lender may at its option continue to make advances under this agreement, and
subject to all its terms and conditions, to such person or persons or corporations as may succeed to the borrower's title; and all
sums so advanced by the lender
shall
be deemed advances

under
this agreement,
653
and
shall
be secured by said Bond and
Mortgage.
6. The borrower covenants and agrees not to do any act or thing prohibited by the terms of this Agreement, and it is expressly agreed that in any of the following events all obligations on the part of the lender to make said loan or to make
any further advance shall, if the lender so elect, cease and terminate, and the said Bond and Mortgage shall at the option of the holder thereof become immediately due and payable, but
the lender
may make advances without becoming liable to make
any other advances. I. If the Mortgage offered
by the borrower shall not give to the lender a lien for the indebtedness to be secured thereby on the premises above set forth, satisfactory to the attorney of the
lender.
II. If the loan is to be advanced in more than one payment, and any payment be requested, and the attorney of the lender shall not approve of the payment requested because of some act, incumbrance or question arising after the making of the
preceding payment. III. If the borrower assigns this contract or said advances or
any
interest therein, or if said premises be conveyed or bered in any way without the consent of the lender.
incum-
IV. If the improvements on said premises or any building may be erected upon said premises shall materially encroach upon the street or upon adjoining property.
which
V.
If
the borrower does not take the loan or the advances
within thirty days after they are made payable, or in case where the payment of advances is dependent upon the erection
of a building, the building
months from
within
date, or fully completed months from date.
be not fully enclosed within and ready for occupancy
ment
VI. If the improvements on said premises be, in the judgof the lender, materially injured or destroyed by fire or
VII. If the makers of said
otherwise.
Bond and Mortgage
shall fail to
comply with any of the covenants therein contained. VIII. If any materials, fixtures or articles used in the construction of the building or appurtenant thereto, be not pur-
654
chased so that the ownership thereof will vest in the owner of the said premises free from incumbrance, on delivery at the
premises.
IX. If the borrower do not erect said building in accordance with plans and specifications satisfactory to the lender and plans that have been approved by the Department of Buildings of the City of New York, and, if said building be affected by the
Tenement House Law, by the Tenement House Department
of
the City of New York. X. If the owners of said premises do not permit the lender, or a representative of the lender, to enter upon said premises
and inspect the building thereon at

XI.
If
all
reasonable times.
the construction of said building be at any time discontinued or not carried on with reasonable despatch in the
judgment
XII.
If,
of the lender.
death of any owner of said premises, the heirs, devisees or legal representatives of such owner shall permit or allow said construction of the building to be discontinued for a period of thirty days. XIII. If the borrower make any conditional purchases of, or
by reason
of the
execute any chattel mortgage on any materials, fixtures or articles used in the construction of the building or appurtenant
thereto.
XIV.
If
the borrower
fail
to
comply with any requirement
of
any Department
of the City of
New
after notice in writing of such requirement shall given to said borrower by the lender.
York, within thirty days have been
7. And it is mutually understood and agreed by and between the parties hereto on behalf of themselves and their respective legal representatives that the Bond and Mortgage contemplated
acknowledged and delivered pursuant to this be made subject to all the conditions, stipuAgreement lations, agreements and covenants contained in such Agreement, to the same extent and effect as they would be if fully set forth and made part of such Bond and Mortgage: and it is further expressly understood and agreed that, if the borrower
to be executed,
shall
fail to
keep, observe or perform any of the stipulations or covenants contained in said Bond and Mortgage, or in this Agree-
ment, that, at the option of the holder of said Bond and Mort-

gage, the
655
amount secured thereby shall become at once due and
payable, anything to the contrary notwithstanding.
Agreement Extending Time
for
Payment
Title
of
Mortgage.

of
& Trust Company
New
York.
AGREEMENT, made the nineteen hundred and
Williston, Sections 122, 593-595, 1190, 1222-1230. day of
BETWEEN
hereinafter designated as the party of the
*
first
part,
and
hereinafter designated as the party of the second part WITNESSETH, that the party of the first part, the holder of a
:
certain
bond conditioned
dated the
hundred and which bond is secured by a mortgage recorded

,
payment Dollars made by day of and which is

County
of
for the
of
nineteen
due,
in the office of
the Register of the

of
in Liber
,
Mortgages, page
lien
gage
is
now a
of
and which mortupon the premises situate

of the City of
in the
Borough
New
York
on which bond and mortgage there is now owing the sum of Dollars, with interest at the rate of centum per per annum, from the of nineteen hundred and day in consideration of one dollar paid by the party of the second part, and other valuable consideration, the receipt whereof is
,
hereby acknowledged, does hereby extend the time of paynjent of the principal indebtedness secured by said bond and
mortgage to hundred and

interest
the
day
of
nineteen
PROVIDED, the party of the second part meanwhile pays on the amount owing on the said bond and mortgage at the rate of per centum per annum, from the nineteen hundred and day of
656

and
all
days of semi-annually on the in each year, and also complies with terms of said bond and mortgage as hereby modified;
,
the
the party of the second part, in consideration of the above extension and of one dollar paid by said party of the first
AND
part and other valuable consideration, the receipt whereof is hereby acknowledged, does hereby covenant and agree to pay
said principal sum and interest as above set forth and not before the maturity thereof as the same is hereby extended, and
of said bond and mortgage. the party of the second part further covenants with the party of the first part as follows: 1. That the party of the second part will pay the indebted-
to
comply with the other terms
And
ness as hereinbefore provided. 2. That the party of the second part will keep the buildings on the premises insured against loss by fire for the benefit of
the party of the

3.
first
part.
shall
That no building on the premises
be removed or
demolished without the consent of the party of the first part. 4. That the whole of said principal sum shall become due
after default in the
payment of any instalment of principal or of interest for thirty days, or after default in the payment of any tax, water rate or assessment for sixty days after notice and
of said mortgage, in any action to forebe entitled to the appointment of a receiver. 6. That the party of the second part will pay all taxes, assessments or water rates, and in default thereof, the party of the first part may pay the same. 7. That the party of the second part within six days upon request in person or within thirty days upon request by mail will furnish a statement of the amount due on said mortgage. 8. That notice and demand or request may be in writing and may be served in person or by mail. 9. That the party of the second part warrants the title to the
demand. 5. That the holder

it
close
shall
premises.
10.
That the whole
of said principal
first
sum
shall
become due at
the option of the party of the
part after default for sixty after notice and in the days demand, payment of any instal-
657
ment
of
any assessment
is
for local
improvements heretofore or
instal-
hereafter laid, which

affect
or
may become payable in annual

now
ments and which has
affected,
affects or hereafter
may
ment
the said premises, notwithstanding that such instalbe not due and payable at the time of such notice and
of said principal sum shall become due at the option of the party of the first part, if the buildings on said premises are not maintained in reasonably good repair or
failure of any owner of said premises to comply with the requirement of any department of the State or City of New York, within three months after an order making such
demand. 11. That the whole
upon the
requirement has been issued by any said State or City Department. 12. In the event of the passage after the date of said mort-
gage of any law of the State of New York, deducting from the value of land for the purposes of taxation any lien thereon, or
changing in any way the laws for the taxation of mortgages or debts secured by mortgage for state or local purposes, or the manner of the collection of any such taxes, so as to affect said
mortgage, the holder of said mortgage and of the debt which it secures, shall have the right to give thirty days' written notice
to the
of the
shall
owner of the mortgaged premises requiring the payment mortgage debt. If such notice be given the said debt become due, payable and collectible at the expiration of a
sale, said
said thirty days. 13. That in case of
premises, or so
much
thereof
may be affected by said mortgage, may be sold in one parcel. 14. That the whole of said principal -sum shall immediately become due at the option of the party of the first part, if the party of the second part shall assign the rents or any part of the rents of the mortgaged premises without first obtaining the written consent of the party of the first part to such assignment, or upon the actual or threatened demolition or removal of any building erected or to be erected upon said premises. 15. That the whole of said principal sum shall immediately
as
'
of the party of the first part upon any default in keeping the buildings on said premises insured against loss by fire as required by paragraph No. 2 above, or if
become due at the option
658
after application
fire
by any holder
of said
mortgage to two or more
insurance companies lawfully doing business in the State of New York and issuing policies of fire insurance upon buildings situate in the place where the mortgaged premises are situate,
the companies to which such application has been
made
shall
refuse to issue such policies. 16. That the holder of said mortgage in any action to foreclose it, shall be entitled (without notice and without regard to
the adequacy of
of
a Receiver of
any security the rents and
for the debt) to the
appointment
profits of said premises.
17. That the party of the second part is now the owner and holder of the premises upon which said mortgage is a valid Dollars lien for the sum of
principal, with interest thereon at the rate of per centum per annum, payable as above set forth, and that there are no defenses or offsets to said mortgage or to the debt
which
18.
it
secures.
in the event- of
paying said principal or interest, the rents and profits of the mortgaged premises are hereby assigned to the holder of said mortgage as further
in
That
any default
security for the payment of said indebtedness. 19. And the party of the second part further covenants that
the principal and interest hereby agreed to be paid shall be a lien on the mortgaged premises and be secured by said bond
and mortgage, and that when the terms and provisions contained in said bond and mortgage in any way conflict with the terms and provisions contained in this agreement, the terms and provisions herein contained shall prevail, and that as modified by this agreement the said bond and mortgage is hereby ratified and confirmed.
This agreement shall be binding upon the
administrators, successors hereto.
and assigns
heirs, executors, of the respective parties
CONTEACTS AFFECTING REAL PROPERTY
659
Collateral
Bond
to
Secure Payment of Mortgage

Title

of
& Trust Company

as
New York. KNOW ALL MEN BY
THESE PRESENTS,
hereinafter
That
designated
designated
the
obligor,
in the
held and firmly bound unto

hereinafter
as
the
obligee,
sum
of
Dollars,
lawful
said
money of
obligee,
the United States of America, to be paid to the

well
or assigns:
FOR WHICH PAYMENT,

bind
.
do SEALED with
firmly
. . .
and truly to be made, by these presents.
day
ha
.,
of
dated the seal one thousand nine hundred and

,
WHEREAS,
executed and delivered to
certain
bond or
obligation, dated the 19. ., conditioned for the ,
day
of
payment
of the
sum
on the one thousand nine hundred and day of with interest thereon, to be computed from the 19 at and after the day of to be paid semirate of centum and per per annum, and on of the annually days which said bond is seof Dollars,
, ,
.
cured by a certain mortgage,

to said obligee said bond, and
made by
named
County
hi said bond, bearing even date with recorded hi the office of the of
Register of the
,
on the
of Section
of
day
premises,
of
19
in Liber
,
mortfully
gages, page
and covering
certain
described in said mortgage, situate in the Borough of in the City of New York.
WHEREAS, to induce the said obligee to the said obligor hath agreed to make, execute and deliver this bond as further and additional security for the payment of the
said above-mentioned
bond and mortgage
660

THEREFORE THE CONDITION OF THIS OBLIGATION IS if the parties bound to pay the moneys secured by and mortgage, or the above-bounden obligor, shall well and truly pay, or cause to be
NOW
SUCH, that said bond
paid, to the said obligee,
or assigns, the just and full

Dollars, together with
all interest
sum
of
thereon, as the same shall become due and payable according to the terms and conditions of the aforesaid bond and mortgagee and if
;
the said obligor,

hold, indemnify
shall, at all
times hereafter,
and save harmless the said obligee, and assigns, from and against all loss, damages costs, expenses, suits, actions, claims and demands whatsoever, which or they may or might otherwise, at any time hereafter, -sustain, suffer, be liable to or obliged to pay under or by reason of any default in any of the terms, provisions, covenants, or conditions of the aforesaid bond and mortgage
,
then this obligation to be void,
otherwise to remain in
full force
and
virtue.
Williston, Sections 355n., 781n., 841n.,
1472n.,
1742-1744.
Johnson v. Johnson, 206 N. Y. 561, 100 N. E. 408; Winter v. Winter, 191 N. Y. 462, 84 N. E. 382; Spense v. Woods, 134 App. Div. 182, 000 N. Y. Supp. 807; Landes v. Landes, 170 App. Div. 898, 154 N. Y. Supp. 1129; Reardon v. Woerner, 111 App. Div. 259, 97 N. Y. Supp. 747; Effray v. Effray, 110 App. Div. 545, 97 N. Y. Supp. 286; Barnes v. Klug, 129 App. Div. 192, 113 N. Y. Supp. 325; Carling v. Carling, 42 Misc. 492, 86 N. Y. Supp. 46.
General Form

Husband " and hereinafter called the "Wife," WITNESSETH: WHEREAS, as a result of differences and disagreements, the
"
and
parties on or about since that time have been living separate are of the opinion that it is to their advantage
live separate
separated
and apart and and welfare to
and apart
WHEREAS,
maintenance
in the future; and the Husband desires to make provision for the and support of the Wife during her life.
Now, THEREFORE, in consideration of the mutual covenants and agreements herein, the parties agree 1. The parties shall live separate and apart and each be free from interference, authority and control by the other as fully as if he or she were sole and unmarried, and each may conduct, carry on and engage in any employment, business or trade which to him or her shall seem advisable for his or her own, sole or separate use and benefit without and free from any control,
:
restraint or interference, direct or indirect, in all respects as if each were unmarried.

2.
by the other party
The
compel
parties agree that they will not molest the other or or seek to compel the other party to cohabit or dwell
with him or her by any proceedings for restoration of conjugal

rights, or otherwise.
3.
The Husband agrees that
the Wife shall own, have and en661
662

any claim or
right of the
joy, independently of
Husband,
all
silverware, pictures, portraits, books, household furniture, china, glassware, rugs and other household effects of every kind
and description and wheresoever situated, now owned or held by the parties, or either of them, and also all wearing apparel, personal ornaments and other personal property belonging to the wife and now in her possession, or held by her, or which shall hereafter belong or come to her, and these shall remain her sole and separate property, free and discharged from all
rights of the Husband, with full power to the wife to sell, assign, convey, deal with, bequeath or dispose of any of the property
mentioned in this paragraph during her lifetime, or by her last and testament, as fully and effectually in all respects as if she were sole and unmarried. The Husband agrees that he will, from time to time, execute and deliver such further instruments, and do such further acts as may be necessary to carry out and make effectual the provisions of this paragraph of this
will
agreement.
The Husband will, during the joint lives of the Husband and the Wife, pay to the Wife for her separate maintenance and
4.
support, and for her separate use and benefit, $ The Husband covenants and agrees to pay any
taxes or assessments
and all charges, or levied or assessed charged against the said or the Wife on account against against payments, thereof by any present or future law, regulation or act of the
United States, or of any State, Territory, Municipality or other taxing authority whatsoever; it being the intention of the parties that the Husband shall pay and the Wife shall receive, without diminution for any reason whatever, the full amount of said payments for the Wife's maintenance and support.
5.
The Husband
will
due and payable

to
in
all bills
,
pay as and when the same shall become or debts contracted by the Wife prior
whether contracted in her own name or that of the Husband, including bills for medical attention
services, the said
and
payments
to be
made
directly to the
bills
various creditors by the Husband, or, at his election, to the
Wife who
or debts.
6.
will
thereupon immediately proceed to pay said

shall
The Wife agrees that so long as the Husband
perform
663
each and every of the covenants and conditions hereof on his part to be performed and observed, she will not at any time
hereafter contract
any debt, or
which the Husband or his estate

liable or answerable.
7.
debts, charge or liability for shall or may be or become
represents that he has heretofore insured by certain policies of life insurance " " hereto annexed and made which are enumerated in Schedule
his life for
The Husband
a part hereof. The Husband, in order to provide for the separate support and maintenance of the said Wife after his death, has caused the said policies of insurance to be irrevocably assigned to the Wife during her natural life, and has delivered said policies to the Wife. The Husband covenants and agrees that he will, at all times, hereafter maintain said insurance in
full force and effect in favor of the Wife; that he will promptly and punctually pay the premiums thereon as and when they and it shall severally become due and payable. 8. The Wife covenants and agrees that she will release her right of dower in any land or real estate of which the Husband may hereafter be seized or possessed, and that she will execute, acknowledge and deliver at the request of the Husband or his
legal representatives,
without cost or expense to her,
all
such
deeds, releases or other instruments as may be necessary to bar, release or extinguish such right of dower.
Except as herein provided, the Wife hereby releases
all of
her
interest in or her right or claim to the separate estate of the
Husband.
9. The Wife covenants and agrees that she, her executors and administrators, will at all times hereafter keep the Husband, his heirs, executors and administrators, indemnified from all debts and liabilities hereafter contracted or incurred by the Wife from all actions, proceedings, claims, demands, costs and expenses whatsoever in respect thereto, if and as long as the Husband shall fully and faithfully perform and observe each and every of the covenants and conditions hereof, on his part to be performed and observed, and in the event the Husband shall be compelled to pay any sum or sums of money for or on
account of any debt or liability hereafter contracted or incurred by the Wife then and in every such case the Husband may at
664
his option deduct and retain from the monthly payments hereinabove provided for the amount which he shall have so been compelled to pay together with all costs and expenses, provided, nevertheless, he shall not be in default hereunder. 10. The parties hereto covenant and consent that in the
event a temporary or
in
final
judgment or decree
shall
be rendered
any action or proceeding between the parties hereto in which provision for the maintenance and support of the Wife may be
appropriate such judgment or decree shall provide for the maintenance and support of the Wife according to the terms of this agreement, and this agreement shall be embodied in and
agreement but the Wife in no event shall be entitled to an allowance greater than that
shall nevertheless continue in full force
made a
part of such judgment or decree.
This
and
effect,
herein provided for.
The foregoing contains the entire agreement between the parties, and there are no other understandings or agreements
11.
between them.
Separation Agreement Provision for Reduction of Payments in Proportion to Reduced Income of Husband
AGREEMENT made
ferred to as the
between
,
hereinafter re-
Husband, and to as the Wife, WITNESSETH:
parties hereto are Husband and Wife, and because of irreconcilable disputes and differences which have
WHEREAS, the
arisen between them, have heretofore separated and have been and are living separate and apart, and WHEREAS, differences have arisen between the parties with respect to their rights and privileges and with respect to the amounts which the Husband shall contribute to the support of the Wife, and WHEREAS, the Husband represents and warrants, as the basis upon which this agreement is made, and for the purpose of inducing the Wife to sign this agreement, that his total income from all sources amounts to not more than the sum of
per year.
WHEREAS, the Wife,
relying
upon
this information is willing
that her right to support from the Husband should be this statement of the facts by the Husband,
665
made
upon
Now, THEREFORE, IN CONSIDERATION of the premises and of the mutual promises of the parties, IT Is AGREED As FOLLOWS 1. Each of the parties agree not to interfere or intermeddle with the other in his or her respective liberty, conduct or action.
:
Each of the parties agrees that the other may at any and times live separate and apart and may reside and be in such places and in such families and with such relations, friends
2.
all
and acquaintances and may follow and carry on such business, occupation or profession as he or she may choose, and in general, that the parties are to have full and independent liberty and freedom of action and conduct, so far as their mutual obligations, duties and responsibilities are involved. 3. The Husband agrees to pay to the Wife, $ upon the first day of each and every month during her life. The Wife agrees to accept said payment, if and when and so long as made, in full satisfaction of her claim for support and maintenance by the Husband. If the Husband's income from all sources of
whatsoever nature, should for three successive months, average and pro rata for the current calendar year less than $ than the amount which the Husband shall more than $ be obliged to pay thereafter and the amount which the Wife shall thereafter accept in lieu of maintenance and support
from the Husband as herein provided, shall instead of $ per centum of such amount as the per month, be calendar current Husband's monthly income may be. This
contingency
If
is

all
the Husband's income from
first contingency." sources of whatsoever nature
"
should, for three successive months, average pro rata, for the or less, than the amount current calendar year $ be shall which the Husband obliged to pay thereafter, and the
amount which the Wife will thereafter accept, in lieu of maintenance and support from the Husband as herein provided, shall be per month instead of per centum of such calendar current Husband's the as amount monthly income
may
be, one-third of said
after described as the
"
This contingency is heresecond contingency." As a condition
amount.
above proprecedent to any reduction in either contingency
666
vided
for,

the
current income.
Husband shall submit a sworn statement of his The said reduction shall continue in the event
Husband's current
of the first contingency, only so long as the income shall be per month less than
% of $
and in the event of the second contingency, only so long as the Husband's current income shall be per month of $ or less. Such respective reductions shall cease at time when his current income during any month shall be in any
If at any of $ contingency time during any year, the Husband shall avail himself of either of the reductions herein provided for, then upon January first of the ensuing year, the Husband shall submit to the Wife
the
first
a sworn statement of his total income in the previous year showing his income for each month of that year. In the event of any breach of the terms of this paragraph or agreement requiring the furnishing of sworn statements as to the Husband's income, or in the event of any misstatement or
by the Husband as to his income, the sum of $ for each and every month shall be due and payable, irrespective of the actual income of the Husband or whether reduced payments have been made and accepted, and the Wife shall be entitled to the difference between the amount paid and accepted and the said $ per month. 4. The payments and statements hereby required shall be made and be due commencing as of
false representation
5.
Payments required hereunder

or
to
shall
be made to the Wife

,
attorney at any other attorney or agent for the Wife, whom she after appoint by written notice.
at
6.
her
or
to
may
here-
debts in the
The Wife agrees not to incur any liabilities or incur any name of the Husband as long as he shall faithfully
all
perform
the provisions of this agreement.
Separation Agreement
Trustee
Common Law Form

hereinafter dehis wife, hereinafter
AGREEMENT made between " scribed as the Husband" and
Trustee of said Wife, described as the "Wife," and hereinafter described as the Trustee, WITNESSETH:
667
disputes and unhappy differences have arisen and Wife, for which reason they have Husband between the
WHEREAS
been living separate and apart from each other.
Now, THEREFORE,
in
consideration of the premises, the
parties hereby covenant and agree, as follows: 1. It shall be lawful for them at all times hereafter to live separate and apart from each other and each of them agree to permit the other to reside and be in such place and places and in such family and families and with such relative, friends and
other persons and to follow and carry on any trade or business or occupation. Neither shall, nor will, at any time, sue or
suffer the other to be sued for living separate and apart from each other, or compel the other to live with him or her, nor sue, molest, disturb or trouble any other persons whomsoever for receiving, entertaining or harboring the other and neither will, without consent visit the other, nor knowingly enter any house or place where the other shall dwell, reside or be, or send or cause to be sent any letters or messages to the other, nor shall
or will, at
any time
hereafter, claim or
demand any
of the
money, jewels, plate, clothing, household goods, furniture or stock in trade, which the other shall, or may, at any time hereafter
have
in his or her power, custody or possession,
buy
or
procure or which shall be devised or given to him or her, or that he or she may otherwise acquire. Each shall and may enjoy
and absolutely dispose

unmarried.
of the
same as
if
they were single and
2. The Husband agrees that the Wife shall have the custody and that he will not attempt to and control of their him or to alienate from his to live with said compel said Wife in any manner by word or act. he 3. The Husband agrees that from and after from the date hereof, will pay or cause to be paid for for and toward the better support and maintenance of his said Wife and of said child, $ weekly. Said payments to to The Wife agrees to accept said be made payments in full satisfaction for her support and maintenance. 4. The Wife agrees that she will permit the Husband to at a place to be designated by her and visit the said apart from the house or place where she may reside or be;
, ,
668
this contract to

be void in the event of the wilful refusal of the
visit
Wife to permit the Husband to

aforesaid.
5.
and
see said
as
to
The Trustee, in consideration of the sum of One dollar him duly paid, covenants and agrees to and with the Husband, to indemnify and bear him harmless of and from all debts
of his said Wife, contracted, or that
may
hereafter be con-
by her, or on her account and if the said Husband shall be compelled to pay any sum debt or debts, the said Trustee
tracted
;
hereby agrees to repay the same, on demand, to the said Husband, with all damage and loss that he may sustain thereby.
Separation Agreement with Provision for Support of Children; Insurance of Life for Benefit of Wife and Children ; Lease of Apartment by Husband for Use of Wife and Children
Stoddard
v.
Stoddard, 227 N. Y. 13; 124 N. E. 91.
AGREEMENT made
between Husband, and
hereinafter refined to as the Wife.
WHEREAS the parties married on or about and there has been issue of such marriage, to wit and born WHEREAS in consequence of disputes and unhappy differences the parties have separated and now are, and for have been, living apart, and since their said separation have agreed to live separate and apart during their natural lives.
:
Now,
it
therefore,
it
is
agreed that in consideration of the
mutual promises, agreements and covenants contained herein

is
Covenanted, promised and agreed by each party and with the other party hereto, as follows
:
hereto, to
1. It shall be lawful for the Wife, at all times hereafter to live separate and apart from the Husband and free from his marital control and authority, as if she were sole and unmarried, and
from any control, restraint or interference, direct or indirect, by the Husband and it shall be lawful for the Husband at all times hereafter to live separate and apart from the Wife,
free
;
at such place or places as he
669
may from
time to time choose or
deem
2.
fit.
Neither of the parties shall molest or annoy the other, or compel or endeavor to compel the other to cohabit or dwell with him or her, by any legal or other proceedings, for restoration of
conjugal rights or otherwise. Neither party hereto shall call upon or visit the other, but this agreement shall not preclude
Husband from calling at any abode pose of seeing and visiting the children.
the
of the
Wife
for the pur-
Neither party shall communicate orally, either in person or by

telephone, with the other party, without the previous express consent of such other party except concerning a serious illness
of
some member of the family. 4. The Husband shall, during the
joint lives of himself
and
the Wife, so long as this agreement shall continue, pay to the Wife, for her support and maintenance, use and benefit, $ each month, to be paid on or before the day of each
month
fulfill
This payment after the execution of this agreement. shall continue so long as the Wife shall continue to observe and
Wife
of the
the provisions of this agreement, and shall remain the Husband. The said amount shall be paid to her in
addition to the payments hereinafter provided for to be made to her in consideration of her undertaking the support and mainte-
nance of the children hereinabove named. 5. The Wife shall have the custody and control of the said
children
and
of their education until
they respectively attain
(and thereafter if no objection made by the Husband), without any interference whatever on the part of the Husband, and so long as Wife shall have custody of the children or of either of them, the Husband
the age of hereto be
will
pay
and
to her in consideration of her undertaking the support each maintenance of the children $
for each of the children so in the custody of
payment shall be made on or before the after the execuday of each tion of this agreement, and shall be in addition to the payment hereinabove provided to be made for the use and benefit of the Wife. The Wife agrees that she will, so long as she receives the
the Wife, which said
payments provided
for in this
paragraph properly maintain,
670
care for and educate the child or children in respect of whom said payment shall have been so made, but subject only to this agreement, she may expend the said payments in accordance
suffer to
with her uncontrolled discretion. The Wife will not remove or be removed the children or either of them more than
miles from
withwill at all times afford
out the consent of the
Husband, and she
reasonable opportunity to the Husband to visit the children, alone. After the children respectively attain the age of fourteen (14) years, they shall be at liberty to reside with either of the
parties at their election. Neither of the parties shall attempt to influence either of the children unfavorably to the other party.
6.
In no case or event shall the Wife or either of the Children
or any representative or any of them, have any right or power to anticipate any payment or payments herein agreed to be
made, or to assign or incumber in any way any rights or interests which either of them have or may have by reason of this agreement. 7. The Wife does and shall accept the provisions herein made for her in full satisfaction for her support and maintenance, and for the support and maintenance during the time herein provided for of the children, and she hereby covenants and agrees that so long as the Husband shall duly keep and perform the covenants, agreements and conditions to be kept and performed by him
hereunder, she will not, at any time hereafter, contract any debts, charge or liability, whatsoever, for which the Husband or his property or estate shall or may be or become liable or answer-
and the Wife hereby covenants and agrees that she will at all times hereafter, so long as the Husband shall make the payments herein provided for, keep the Husband free and harmless from any and all debts or liabilities which may hereafter be
able,
incurred by the Wife. 8. In case the Husband shall, at any time or times hereafter, be called upon to pay or discharge, and shall in fact pay or dis-
any debt or liability heretofore or hereafter incurred, or contracted by the Wife, other than those toward the payment of which he is to contribute as provided in paragraph "13" hereof, then and in every such case it shall be lawful, for, and
charge,
the right hereunder
of,
the
Husband at
his election, to
deduct
671
and retain the amount which he shall have so paid out of the or sums of money then due or thereafter to become due to the Wife. The Husband shall, however, pay no debt or liability without first notifying the Wife of the existence of, and giving her an opportunity to pay the same. 9. The Wife will, at any time, upon request of the Husband, join with him in the execution of any contract of sale of and deed of any real property now or at any time hereafter owned by him provided that, as to any real property now owned by him,
sum
he
time of the receipt in cash of the consideration therefor (or if such consideration be other than cash, then at the time that the same be converted into cash) pay to the Wife that
will at the
percentage hereof which is the percentage value of an inchoate right of dower at the respective ages of the parties at the date of
from the five per cent, table of

10.
life
the delivery of the deed, such percentage value to be taken or

in the
The Husband shall cause a policy amount of $

and
in her
of life insurance
on his
to be issued or
shall
transferred to the Wife
name, .and he
pay the
annual premiums thereon during his life or until such time prior to his death when the said policy shall have become a policy with all premiums thereon fully paid up. He shall cause two similar to be issued, in of each the amount $ policies, one of which shall be for the benefit of each of the children above named. In the event that the Wife shall become divorced from the Husband and shall marry another person during the lifetime of the Husband, or in the event that she shall die
during the lifetime of the Husband, her interest in the said insurance policy of which she is the beneficiary shall revert to the estate of the Husband. Each of the said policies of insur-
ance for the benefit of the said children shall provide that in the event of the death of the beneficiary thereunder prior to the death of the Husband such insurance shall be paid to the survivor of said children.
11. The parties shall, at any time or times hereafter, make, execute and deliver any and all such further or other instruments, papers or things as the other of said parties shall require for the purpose of giving full effect to these presents and to the
covenants, provisions and agreements hereof.
672
12.

In the event that the Husband shall
fail
to keep
any
of
the promises or agreements herein contained, the Wife shall have the right at her option either to bring an action for
damages
for the breach of this contract or to bring
an action
Husband for a legal separation, or for support and maintenance, and nothing herein contained shall in such event in any way, affect, abrogate, or militate against the right of the Wife under such circumstances to bring any action for separation
against the
or for the restoration of conjugal rights or for support and maintenance against the Husband.
13.
forts of the Wife, to furnish her with a
In order to provide for the immediate needs and comhome for her present
occupancy, to reimburse her for certain disbursements heretofore
her and to provide for defraying certain obligations heretofore incurred by her, the Husband agrees
:
made by
a.
That he will
)
lease to the
Wife the premises
by a lease to be signed contemporaneously with this agreement and upon the terms and conditions therein expressed, it being, however, understood that the Husband shall have the right to collect and to be paid the monthly rental of $ therein provided for by deducting and retaining the which he is by this agreement same from the $
obligated to pay monthly to the Wife.
b.
The Husband assumes and

is
will
pay
certain bills aggre-
gating $
heretofore contracted
by the Wife a
list
whereof
c.
hereto attached.
When
the Wife shall have vacated and removed from the

N
and shall have taken all premises chattels therefrom the Husband will pay her the sum of $
her
to reimburse her in part for the expenses of packing and moving, provided that at the time of 'such removal she causes such prop-
erty of his as shall then be in the said premises to be at her expense delivered to him or to his order at such place in
d.
as he may then designate. When the Wife shall vacate the said premises the Husband
the Wife so desires, purchase from her at their then actual value any chandeliers, gas logs, curtain fixtures and gas
will, if
water heating appliances belonging to her which then

therein.
may
be
e.
673
of the expense not to exa treatment for changing the configuration of the jaw and teeth, which treatment the said
will
The Husband
pay one-third
of
ceed $
is now undergoing, and will pay the same when the obligation to pay for the first one-third of such treatment
shall accrue.
f.
The Husband
will
exceed $
provide her with funds not, however, to with which to pay her present
and with obligation to her former attorney, funds not, however, to exceed $ with which to pay her present obligation to her present attorneys which funds she shall use for the purpose for which
,
they are so provided.

s*
Separation Agreement.
AGREEMENT made
Husband, and the Wife, WITNESSETH:
to as the
ble disputes
,
hereinafter referred to as
WHEREAS, the and
parties are husband and wife and irreconciladifference having arisen between them they
;
have heretofore separated and been living separate and apart and WHEREAS, difference have arisen between the parties with respect to their rights, privileges, personal liberty and obligations and conduct with respect to one another and to other persons and WHEREAS, the parties hereto are desirous of reaching an agreement on these points,
;
Now, THEREFORE,
it is
:
in consideration of the foregoing premises
and the mutual promises, concessions and agreements
herein,
agreed as follows 1. Neither of the parties will interfere or intermeddle with the other in his or her respective liberty, conduct or action.
Each party agrees that the other may at any and all times and apart and may reside and be in such places and in such families and with such relations, friends and acquaintances and may follow and carry on such business, occupation or profession as he or she may choose and in general that the
2.
live separate
674
parties hereto are to have full and independent liberty and freedom of action and conduct so far as their mutual obligations,
duties
3.
and
responsibilities are involved.
The husband
agrees that he will
pay or cause
to be paid or
of provisions for the payment to the Wife dollars then first day of each and every month during the term of her natural life or until she shall marry and the Wife agrees
make
to accept such payment if, when and so long as made in full satisfaction of her claim for support and maintenance under this
agreement
The Husband shall have sole charge and custody of the child of the parties. As to the child of the Wife, who has heretofore been adopted by the Husband pursuant to the statute in such case made and pro4.
,
vided, for the present and until otherwise requested by the Wife, the Husband shall have the custody without prejudice to the right of the Wife to said child under the provisions of Section
114 of the Domestic Relations
Law
of the State of
New
York.
The relinquishment by the Wife of the custody of the child .... shall not be deemed to give the Husband any authority to consent to the adoption of the said child by others
or to appoint in case of his death any guardian for such child to the exclusion of the Wife. The Wife shall have the privilege of
seeing
of
5.
wherever the child

in each
may be for a period
and
The Husband
of
Wife
6.
any
agrees that he will immediately notify the serious illness or accident to either of the children
or incur
while in his care.
debts in the
The Wife agrees not to incur any name of the husband.
liabilities
any
Separation Agreement after
Commencement
of Action
,
AGREEMENT made
,
between
and
after referred to as the
hereinafter referred to as the Husband, of herein,
Wife
WHEREAS
and,
the parties hereto are husband and wife and are

living separate
and have been
and apart
since
675
WHEREAS an action
Court,
as defendant for
has been instituted in the

as plaintiff against
,
,
County, by
WHEREAS numerous
between the parties by agreed and do hereby consent and agree to continue to live Now in consideration of separate and apart from each other. the payments to be made as hereinafter stated by the Husband to the Wife it is agreed
:
and is now pending, and disputes and differences have arisen reason of which they have consented and
Neither of the parties will interfere with the rights, privileges, lawful doings or actions of the other and they will not
1.
interfere in
2.
any manner, or shape with one another
Each
of the parties is at liberty to lawfully act
and do as
they see
3.
fit.
agrees that it shall and may be lawful for the times hereafter to live separate and apart from the Husband and he will permit her to reside and be in such places, and in such families, and with such relations, friends and other
The Husband
all
Wife at
and to follow and carry on such trade or business as choose or see fit, and that he will not at any time sue, may or suffer her to be sued, for living separate and apart from him, nor sue, molest, disturb or trouble any other person whomsopersons,
she
and he will not without her consent visit her or knowingly enter any house or place where she shall dwell, reside, or be, or send, or cause to be sent, any letter or message to her; nor will he 'at any time
ever, for receiving, entertaining or harboring her;
demand any of her money, jewels, plate, household clothing, goods, furniture which she now has in her or which she shall or may at any time hereafter have, possession
hereafter, claim or
or procure, or which shall be devised or given to her, or that she may otherwise acquire, and that she stfiall and may
buy
enjoy and absolutely dispose of the same as

sole
;
if
she were a
femme
and unmarried and further The Husband shall and will pay to the Wife dollars ($ during the ) each and every term of her natural life or until she shall lawfully be married to another in full satisfaction for her support and maintenance, and in full satisfaction for the support, maintenance and education of
,
the
of the parties
676
,

said
payments
to be
made on
to the
of each
and to be sent by post office money order at her address number
and every
Wife
until she shall notify the party of the first part of a change in address, and thereafter from time to time, at such address as
the Wife shall give to the Husband. 5. IT Is AGREED that the Husband shall have the privilege of seeing the said at the residence of the
Wife.
Separation
Agreement
Clause for with Income
Adjusting
Payments
Stoddard
Hoffstaedter
v.
v.
Hoffstaedter, 188 N. Y. Supp. 251

13, 124 N. E. 91.
Stoddard, 227 N. Y.
agrees to
"The husband
lives of himself
and his wife,
pay to the wife, during the joint and as long as the marriage between
be dissolved by a decree of a court of competent jurisdiction, subject, however, to any limitations hereinafter
shall not
them
provided,
support, and maintenance
dollars per of the wife.
for the use, benefit,
The payment
shall
be
coincident with the signing of this agreement, or within
days thereafter, and subsequent payments shall be on thereafter. In the event the annual income of the husband should at any time hereafter be at the rate of less than
dollars per annum, the ments to be made by the husband shall
payno event exceed per cent of the annual income of the and shall continue at the reduced sum until such time husband, as the husband's annual income shall again be at the rate of
in
-.dollars or
more per annum."
Clauses Relieving from Performance for Various Causes
Williston
Section 1968; also Sections 1931-1979.

20,
Columbia Law Review, November, 1920, Vol. Sparks v Brown, Inc., 184 N. Y. Supp. 557.
"
Sellers are
No.
7, p.
776;
not liable for any default or delay caused by any contingency beyond their control, of the control of their supplier or manufacturer, with whom they contract to cover this sale, or the manufacturer who is to furnish these goods, preventing or
interfering with sellers making delivery, including war, restraints affecting shipping or credit, strike, lockout, accident, nonarrival or delay of steamer or carrier, floods, droughts, short
or reduced supply of fuel or raw material, or excessive cost thereof, or of production over contracts basis, and other contin-
gency affecting sellers or such suppliers or manufacturers, as to manufacture or supply or delivery, to or from sellers; subject also to force majeure conditions in contract or such suppliers or manufacturers. Sellers may deliver ratably with reference to all their customers and also their contracts with suppliers or manufacturers. Any delivery not made for any reason " stated may be canceled at sellers' option.
Clause Excusing Delivery for Shortage of Labor
Rosenstein et
al. v. Farish Co., Inc., 185 N. Y. Supp. 42; Krulewitch v. National Importing & Trading Co., 195 App. Div. 544, 186 N. Y. Supp. 838.
should be curtailed production to counteract time above named lockouts the during by strikes, strikes, shortage of labor, or any casualty or accident or bank"If
ruptcy or insolvency,
portionate to the production.
deliveries shall be
made
pro-
"
v.
Compagnie de
Trefileires
F.
&
C. S. S. Co., 192 App.
Div. 709, 183 N. Y. Supp. 169;

677
678
'This contract

is
made subject to conditions of Act of Congress governing B's/L approved February 13, 1893, and to terms B's/L in use by steamer's agents including attached War Clause, and is further conditional upon the continuance of the steamship company's services and the sailing of its steamer and if at any time in the judgment of the steamship company conditions of
war
unsafe or unprudent for

vessel or vessels
hostility actual or threatened as such to make it its vessels to sail, the sailing of any
may be postponed or cancelled and in that event the steamship company may at its option, cancel this contract and shall be relieved thereafter from any liability hereunder except the return to the shippers whatever cargo may
have been already received under this contract. When and so long as a state of war exists between any two European powers, the ship owners and/or its agents and/or the master may at any time either before or after the commencement of the voyage, abandon the voyage in whole or in part, or alter or vary the proposed or advertised or agreed route, and
'
the ship may before proceeding to port of final destination, proceed to any port or ports on any coast or coasts of Europe and/or of the British Isles, in any order, and whether to discharge and/
or load passengers or cargo consigned to or from any such port or ports, or for any other purpose whatsoever, and neither the
shipper nor the consignee nor the holder of the Bill of Lading shall have any slaim against the ship-owner or his agents, or the master for any loss or damage which he may sustain directly
or indirectly by reason of any of the matters herein provided for or by reason of any damage to or diminution in value of the
goods
in
consequence thereof.
v.
" Co., 267 Fed. 22, 23.
Producers' Coke Co.
M'Keefrey Iron
In case of strike or combination of workmen, accidents or any other cause or causes unavoidable or beyond their control,
causing a stoppage or partial stoppage of the works of either the producer or of the consumer of the coke hereby contracted
or unavoidable delay in shipment, delivery of material hereby contracted for may be partially or wholly suspended
for,
(as the case maybe) during the continuance of such interruption; such suspension, however, shall not in any wise invalidate this
679
contract, but on resumption of work the delivery shall be continued at the specified rate, and no liability shall be incurred by either buyer or seller for damages resulting from such suspension
of shipments.
It is
understood and agreed that
if
there should be a shortage
of cars, shipments shall be divided proportion on all orders.

Del., L.
from time to time
in fair
& W. R. R.
Co.
v.
Bowns et al., 58 N. Y.
573.
"
of its contracts for the delivery of coal; but business of the company is so interrupted
Every effort will be made by the company for the fulfillment if at any time the by storms, floods,
breaks, accidents, combinations, turnouts, strikes among miners, or other employees, or by any other occurrence whatsoever, as
to
materially
decrease
the
quantity of coal
which
the
company would otherwise

deliver at
coal
itself
have been able to
obtain and
now
Elizabethport, during the month in which the sold is deliverable, the company will not hold
for,
liable
or
of
the non-delivery of the coal

thereof, although
pay any damages sustained by reason now sold, or of any por-
a portion of the coal that is reat ceived Elizabethport during said month, may, in the usual course of the company's coal sales and business, be disposed of otherwise than in the fulfillment of the contracts made by this
tion
nor will the company, in case the coal now sold is not delivered, undertake a pro rata distribution among the respective purchasers of what is delivered; but in all cases of nondelivery from any of the above causes, the money paid on coal
sale;
will
be promptly refunded."
v.
Davids Co.
Div. 855,
Hoffman LaRoche Chemical Works, 178 App. 166 N. Y. Supp. 179.
"Contingencies beyond our control, fire, strike, accidents to our works or to our stock, or change in tariff, will allow us to cancel this contract or any part of the same at our option.
B. P. Ducas Co.
v.
Bayer Co., 163 N. Y. Supp.
32, p. 34.
680
"Contract includes price guaranty. Terms as usual. Payable in U. S. Gold coin or in equivalent. Sellers not to be held accountable for delays caused by strikes or for any contingencies beyond 'their control, or other unavoidable accident such as fire, etc. In case of more than one shipment or delivery each shipment to be considered and treated as a separate sale
or contract
'
Cannistraci
p. 934.
v.
James Cheives &Co., 165 N. Y. Supp.
933,
"Shipments to be made as soon as practicable
after comple-
tion of pack. In event of short crop, fires, strikes, accidents, or other causes beyond seller's control, deliveries to be made pro rata with other orders that may be entered at the time of "
delivery.
Strike Clause
DeGrasse Paper Co. v. Northern N. Y. Coal Co., 190 App. Div. 227, 179 N. Y. Supp. 788.
subject to strikes, accidents, car supThe ply, or other causes beyond the control of either party. buyer and seller, recognizing the uncertainty of absolute delivis
"This contract
made
hereby mutually acknowledged that the intent of agreement is not to hold either party for damages accruing through failure to carry out the contract when such failure is due to reasons beyond the control of the party in default, but that the material shall be shipped by the seller and accepted by
eries, it is
this
the buyer as per deliveries specified, so far as the labor, the physical conditions existing at the plants of the buyer and
seller,
respectively,
and the
will permit.
"
ability of transportation
companies
681
Clause Limiting Credit of Purchaser

Williston, Section 575.
Wilton
Berger, 196 App. Div. 121, 187 N. Y. Supp. 487; K. Wilbur Dolson, 187 App. Div. 473, 175 N. Y. Lyonette
v.
v.
Supp. 789; Melnick v. Borden, 185 N. Y. Supp. 305. McLain, Etc., Co. v. Trent Rubber Co. 275 Fed. 831.
The Purchaser
this contract is subject to the credit limit placed
agrees that delivery of merchandise under upon the
Purchaser's account
by the
Seller's credit
department.
Clause Entitling Seller to Replace Defective Merchandise

Blue Ridge Knitting Co.
v.
Paulson, 266 Fed. 63.
"Any claim that the quality of goods is not in accordance with the terms of this contract or any reasonable delay in delivery due to conditions beyond our control, shall not constitute
a cause for cancellation of
this contract or
any part
thereof.
guarantee tha yarn to be equal to the average running quality of the grade sold. " Complaints as to the quality must be made to us in writing within 15 days from time of the delivery of any yarn, we retaining the privilege of replacing within a reasonable time any " yarn agreed upon as not complying with this contract.
'
We
Clause Limiting Liability of Carrier for Negligence

Williston, Sections 1107-1111.
Boyle
104 N. E. 933 (see also Anderson v. Erie R. R. Co., 171 App. Div. 687, 157 N. Y. Supp. 740, affirmed 223 N. Y. 277, 119 N. E. 557).
v.
Bush Terminal, 210 N. Y.
389,
consignor of this property has the option of shipping same at higher rate without limitation as to value in case of loss or damage from causes which would make the carrier
liable,
"The
but agrees to the specified valuation named in case of
682
loss or
liable,

damages from causes which would make the
"
carrier
because of the lower rate thereby accorded for trans-
portation.
Clause Requiring Payment of

Williston.
Minimum
License Fee
Patent
license.
v.
American Delinting Company

"This
license
is
Pomeraning, 274 Fed. 212.
granted upon condition that the Licensee,
his heirs, executors, administrators, or assigns, shall well and truly cause to be paid to the Licensor, its successors or assigns,
during each year for the full term of said respective patent, per cent, of the net profits derived from the manufacture and sale of the several devices and inventions enumer-
ated and described in said United States letters patent No. less the proportionate share of governand mental share of governmental and profit taxes, and which share of said net profits in no event shall be less than such payment to be made in per annum after the year of each year a sworn statethe manner following. On
,
be exhibited to the Licensor, its successors or assigns, number of machines sold, and giving in detail a loss statement of the business ending the preceding and profit and payment of the sum or sums so determined to be due shall be made within days thereafter and in event of the default in such payment, for the period of days, this license may be forthwith revoked."
shall
ment
giving the
Promissory Note for Purchase Price of Merchandise with Provision that Title Shall Remain in Seller Until Note is Paid Acceleration Clause
Williston
Sections 690, 787, 1137, 1171, 1182, 1830, 1831,
1902 and 2025.
Chicago Railway Equipment Co. v. Merchants National Bank of Chicago, 136 U. S. 268; 10 Sup. Ct. Rep. 999; National Shoe & Leather Bank v. N. Y. Life Insurance & Trust Co., 33 App. Div. 629, 53 N. Y. Supp. 360.
(Date)
683
For value received
after date
promises to pay to the order of Dollars! ) at with interest thereon at the rate of (
per annum. This note
is
%)
one of a
series of notes of
even date
herewith of the
Dollars ($ ) each and shall become due and payable to the holder on the failure of the maker to pay the principal and interest on any one of the
of
sum
notes of said series.

sold Said notes are given for the purchase price of it is the maker that to the and maker, agreed by by the payee
title to
said
series,
notes of said
shall remain in the payee until all the both principal and interest, are fully paid.
684
Standard Form of Publishing Contract Approved and Published by Permission of the Authors' League of America
Williston, Sections 421, 841n, 1647, 1940,
and 1980.
(As a
"maximum
and
"
contract, this
all those clauses
stipulations
form is planned to include which any author might urge at
one time or another for the full protection of his work. Practically every clause in this contract has at one time or another been included in an actual agreement arrived at between author and
publisher.}
MEMORANDUM OF AGREEMENT, made

,
this
day
of
,
of
,
192
between
Author, and
hereinafter called
the
hereinafter
called the Publisher.

1. The Author hereby grants and assigns to the Publisher the sole and exclusive right to publish in book form a work
now
entitled (which, title may be changed only in mutual consent writing) in the United States of America by and Canada. 2. It is understood and agreed that the copyright shall be taken out in the name of the Author, and the Publisher is
hereby authorized to take all steps required to secure said copyright in the United States of America and in such other counThe Author tries as may be covered by this agreement. the of said to for renewal copyright on the expiapply agrees ration of the first term thereof, and to assign to the Publisher
the sole and exclusive right to publish the said work in book form as herein provided during the full term of said renewal, on the same terms and conditions as for the original copyright term, and the Publisher shall imprint proper copyright notice on every copy of the said work as required for the protection
of said copyright.
3.
The Author guarantees and

is
represents
that the said
work
innocent and contains no matter libelous or otherwise unlawful, that he is the sole author and proprietor of the said
work and has full power to make this agreement and grant, and that he will hold harmless the Publisher against any suit, claim, demand or recovery finally sustained, by reason of any
STANDARD PUBLISHING CONTRACT

violation of proprietary right or copyright by, or matter contained in the said work.
4.
685
any unlaw-
ful
The Author
of the said
before the
agrees to deliver to the Publisher on or 192 a complete day of

,
.
work in its final form. The Publisher agrees copy to submit galley and page proofs of said work to the Author
which proofs the Author agrees to return to the Publisher days of receipt thereof. 5. Each party to this contract further agrees that for a after publication of said work he will not period of publish or offer for publication any work of a competing character without the written consent of the other. 6. If the Author shall request alterations in any proofs other than those due to printers' errors which shall cost more than
within
fifteen (15%) per cent of the cost of composition of the said work, the Author agrees to pay said excess, and the Publisher shall upon request inform the Author of the amount of such
excess charges.
The Publisher undertakes to publish the said work without changes or eliminations in or from the text, at his own expense hi such styles as he deems best suited to its sale, at a
7.
nor more than catalogue retail price of not less than $ cloth and at a time not to exceed one (1) year $ style, after the receipt by him of a complete manuscript of the said
work ready for the press and released for book form publication and should the Publisher fail to publish the said work before
the expiration of said period, this agreement shall terminate. In case there shall during the existence of this agreement be
planned a uniform edition of the Author's works the Publisher shall permit the inclusion of the said work provided said uniform edition is sold only in complete sets by subscription; and he agrees not to demand a larger share of the profits of the sale of each copy of said work in said uniform edition than he
receives
8.
on the
sale of regular editions.
agrees without charge therefor to revise edition of the work during the continuance every subsequent of this agreement, if such revision is deemed by the Publisher
The Author
necessary in order to keep the work up to date. But in case the Author refuses to make such revision the Publisher may
686

revise said
employ a competent person to
work and may deduct
the expense of such revisions from royalties accruing on such revised editions.
Author or to his duly authorized representative, per cent on the catalogue retail price for each copy of said work sold up to and including copies and agrees to pay per cent on all copies sold over and up to and per cent on all copies sold thereafter. On receipt of the Manuscript in final form and ready for publication the Publisher agrees to pay to the Author or to his duly authorized reprein advance on account of royalties. sentative $
9.
The Publisher
agrees to
pay
to the
Where copies are exported to Canada at reduced price, or when copies are sold in quantities sufficient to justify special
discounts of 50 per cent of the retail price or more, the royalty shall be calculated on the sums actually received instead of
trade price of the work. No royalties shall be payable on copies furnished gratis to the Author, or on copies given away gratis for the furtherance of sales, or on copies destroyed by fire or water.
on the regular
retail
10.
The Publisher
and
agrees to render semiannual statements
of
account to
and
of
each year, on
following, which statements shall be mailed to the last known address of the Author, and if such statements fail to reach the Author to furnish duplicate state-
ments on request, and to make settlement in cash on and The statements shall show in detail the
number of copies printed, the number sold, the number spoiled, the number given away for review, the number sold in Canada and the number on hand. 11. The Publisher agrees to present to the Author free copies of the said work upon publication and to permit
for his
the Author to purchase at the lowest trade price further copies own personal use. 12. It is understood and agreed that years from the
date of publication of the work the Publisher may publish " under his own imprint a "cheap edition of said work and that
he
shall
pay
to the
Author
in consideration for said right ten
per cent of the retail price of each copy sold of said edition
STANDARD PUBLISHING CONTRACT
687
and the Publisher shall also have the right to lease the plates work to a regular "cheap" edition publisher and in consideration for this right he shall pay the Author promptly as and when received one-half of any amount paid to him by said reprint publishers. Payments and accountings under this
of said
clause in the event that the
edition is published by the Publisher shall be subject to the provisions of clause 10 hereof. 13. In case the Publisher fails to keep the said work in
"
"
cheap
print and for sale and after written demand from the Author declines or neglects to print the work within and
to offer
it
for sale, or in case after
years from the date
Pubno longer merchantable or profitable, and he gives three months' notice to the Author of his desire and intention to discontinue publication, this contract shall terminate and all rights granted under this agreement shall revert to the Author together with any existing property originally furThe Publisher shall nished by the Author at his expense. grant to the Author the right to purchase the plates of the
of first publication, the said work, hi the opinion of the
lisher is
work
ceed
or
any remaining copies or sheets at a
price not to ex-
per cent of the manufacturing cost (including per cent of the manucomposition) of such plates and
any remaining copies or sheets, in default of which purchase the Publisher shall have the right to melt any plates and sell remaining copies or sheets at cost or less, without payment of royalty to the Author upon such sales. 14. If the plates or type forms of said work shall be destroyed
facturing cost of
or rendered valueless
by
fire
or otherwise the Publisher shall
have the option of reproducing them or not, and if he declines to do so, then this contract shall terminate and all rights
granted herein shall revert to the Author. 15. In case of bankruptcy (or liquidation for any cause whatever) of the Publisher, the right of publication shall revert to the Author and the Author shall have the right to buy back any plates and remaining copies or sheets at a fair
market value, to be determined by agreement or arbitration, and thereupon this contract shall terminate. 16. The Author shall have the right upon written request to examine through certified public accountants the books of
688
account of the Publisher in so far as they relate to the said work, which examination shall be at the cost of the Author unless errors of accounting (arising otherwise than from interpretation of this contract) amounting to five per cent of the total sums paid the Author shall be found to his disadvantage
case, the cost shall be paid by the Publisher. In 17. case any disagreement arises between the said Author and the said Publisher as to the interpretation of the terms of
in
which
this
of said
agreement or as to any questions relating to the handling work not covered in this agreement, the parties hereto
agree to settlement by arbitration according to the rules therefor provided by the Authors' League of America.
18. All rights,
now
existent or which
may
hereafter
come
into existence except those hereinbefore specifically granted to the Publisher are hereby reserved to the Author.
19.
If
the Publisher should at any time during the existence
of this agreement fail to comply with or fulfill any of the terms or conditions thereof, time being expressly made of the
essence of this agreement, then or in any of these events, this agreement shall become null and void at the option of the
Author, said option to be exercised by the Author in writing and by registered mail and thereupon all rights granted by the Author to the Publisher shall forthwith terminate and revert to him and any payment which may have been made to the Author under this agreement shall remain his absolute property, all however, without prejudice to any rights which the Author may have as against the Publisher.
waiver of any breach of this agreement or of any of the terms or conditions thereof shall not be deemed a waiver of any repetition of such breach or in any wise to affect any other term or condition of this agreement and no waiver shall be valid or binding unless the same shall be in writing and signed by the Author. 21. This contract shall be binding upon the assigns or successor of the Publisher, but no assignment shall be binding on either of the parties without the written consent of the other party to this agreement. IN WITNESS WHEREOF the parties hereto have hereunto
20.
set their
hands and
seals.
STARDARD ARCHITECT'S AGREEMENT
689
Architect's
Agreement on Cost plus Basis

between Owner, and
herein-
AGREEMENT made
after
referred
to
as
the
hereinafter
referred to as the Architect, as follows:

1.
The Work Contemplated.

is
The work
for
which the Archi-
to render professional services under this agreement consists of the planning and construction of estitect
,
mated by the Architect
This not be affected by any change in agreement, however, the final actual cost of the building, unless it is due to a subwill
to cost about
stantial increase in the requirements. 2a. The Architect shall render complete professional services, consisting of such conferences, preliminary studies, work-
ing drawings, specifications, large scale and full size detail drawings as may be necessary, together with the supervision of the letting of the work. The charges noted below under "Architect's Salary," are for the personal professional services of the Architect. The expense of draughting, engineers' incidentals and superintendence will be paid by the Owner in " addition to such salary, as noted below under Additional
Charges." The Architect will furnish ten typewritten copies of the specifications or copy for the printer, if printed. 6. The Architect shall in person, or by representatives give
such superintendence to the work during construction as may be required to insure the work being executed in general conformity with the plans and specifications, and such further instructions as may be given from time to time. This superintendence cannot prevent poor workmanship or the use of poor materials, but can require the making good of such defects as
appear in the work, so far as practicable.

Salary.
3. Architect's
a.
the work as contemplated at this time is carried on steadily to completion, it is estimated that the Architect's
If
services will terminate in
months from
a total salary of a month be paid as follows
:
On
for
this basis the Architect shall receive
The amount
shall
months, payments beginning
192
690
final

balance of
If for
is
to be paid
on issuance
of final certifi-
cate to the contractor.

6.
work
reasons beyond the control of the Architect, the delayed so as to extend over a period materially in
excess of that contemplated, as noted above, and so as to entail additional service on his part, then the total amount of
the Architect's salary shall be increased by an amount to be mutually agreed upon by the Owner and Architect.
any time abandon or suspend the work and the employment of the Architect shall thereupon terminate if the work is abandoned, and be suspended, if the work is suspended. d. If the undertaking is abandoned and the employment
c.
The Owner may
at
of the Architect consequently terminated, he shall be paid in addition to this salary to the date of such termination,
the unpaid balance of due at completion. e. If the work is suspended at any time so as to suspend also the work of the Architect, the Owner shall be at liberty
payments on the Architect's salary until his work resumed, without affecting otherwise the terms of this agreement.
to suspend
is
Additional Charges. In addition to the Architect's salary determined above, there will be the following items of expense to be paid by the Owner through the Architect.
4a.
Draughting.
Strict
account shall be kept by the Archi-
tect of the cost of draughting, such cost to be the total of the salaries paid to draughtsmen engaged on the drawings, or in
superintendence, including time so spent in writing specifications, but no charge is to be made for time so spent by the
Architect, and all expense of stenographic work on specifications or otherwise, done in the Architect's office, are to be " considered as No charge shall be regular office expense."
paid for superintendence on the part of the Architect. The total amount of such draughting expense shall be multiplied
by two
penses,
to cover the proportionate share of regular office ex-
and
this resulting
amount
shall
statements in detail from the Architect. under this item is estimated at

b.
be paid monthly on The total expense

domestic and
Engineers.
The
services
of
structural,
STANDARD ARCHITECT'S AGREEMENT
691
sanitary engineers shall be paid for through the Architect at cost. Expense under this item is estimated as follows:
Structural Engineers,
Domestic Engineers,
Incidental expenses in connection with the work such as blue printing, travelling expenses, models, long-distance telephone, telegraph, express and other misc.
Total, Incidentals.
cellaneous charges directly applicable to this
work including
printing of specifications, if they be printed, shall be paid at cost on monthly statements from the Architect. Total ex-
pense under this item is estimated at d. Clerk of the Works. A clerk of the works satisfactory to the Architect shall be employed by the Owner if he deems it desirable, and paid for through the Architect at cost. The
be the representative of the Owner and of the Architect, and shall report to the Owner through the Architect as directed by him. If a clerk of the works is employed the total expense under this item is estimated at
clerk of the
works
shall
Survey Borings and Tests. The Owner shall furnish the Architect with a complete and accurate survey of the building
5.
giving the grades and lines of streets, pavements, and adjoining properties; the rights, restrictions, boundaries and
site,
contours of the building
site,
and
full
water, gas and electrical service. test borings or pits and for chemical, mechanical or other tests
information as to sewer, The .Owner is to pay for
when
6.
required.
Preliminary Estimates. When requested to do so, the Architect will make or procure preliminary estimates on the cost of the work and he will endeavor to keep the actual cost
of the
work
as low as
may
be consistent with the purpose of
the building and with proper workmanship and material, but no such estimate can be regarded as other than an approxi-
mation.
7. Ownership of Documents. Drawings and specifications as instruments of service are the property of the Architect whether the work for which they are made be executed or not.
8.
Successors and Assignment.
The Owner and
the Archi-
692
tect,
each binds himself, his successors, executors, administrators, and assigns to the other party to this agreement, and
the successors, executors, administrators and assigns of such other party in respect of all the covenants of this Agreeto
ment.
Architect shall have the right to join with him in the performance of this agreement, any architect or architects with
The
whom
he may in good faith enter into partnership relations. In case of the death or disability of one or more partners, the rights and duties of the Architect, if a firm, shall devolve upon
the remaining partner or partners or upon such firm as may be by him or them, and he, they or it, shall be recog" " nized as the successor of the Architect, and so on until the service covered by the agreement has been performed.
established
The Owner
shall
have the same
rights,
but in his case no
limitation as to the vocation of those admitted to partnership is imposed. Expect as above neither the Owner nor the Architect shall assign, sublet or transfer his interest in this agreement without the written consent of the other.
9.
Summary.
:
The summary
of the items as
above
is
as
follows
3.
Salary
4. a.
Draughting
Engineers
Incidentals
b.
c.
d. Clerks of the
works IN WITNESS of the above &c. &c.
SECTION INDEX
The
following table indicates the sections of the
appropriate form
may
main volumes for which an be found in this volume

Text of Main Volume
SEC.
Text of Main Volume

SEC. 11
'
Vol.
Vol.
V
9
PAGE
558
346, 348, 350
PAGE
117, 182
558 558 372, 373 558 558 9 558 90. 146, 158, 346, 348, 350, 352, 458 558 97 352 104 558 113 122 655 130 9 140 352, 558
43 44
53 60 61 62 63 69
141
156
142 157 173
558 558 160

1
227 229 236
600
118
146, 158 146, 158
279 280 288 330 345 346 355 372 388 411 413 415 418 421 422 430 432
463, 635,
156, 369, 387, 388, 391,
391, 392,
477, 635,
46 600 600 600 661 9 600 637 558 558 9 684 9 637 393
433 446 450 452 453 454 455 457 459 460 461 462 463 465 470 471 472 473 474 475 476 477 482 484 487 488 489 490 491 492 493 494 495 497 503 507 512 519 521 523
372, 373
558 558 558 558 558 558 558 558 558 558 558 558 558 558 558 558 558, 600 558 558 558 117, 182
635, 637
637
635, 637
9, 458,
635,
156,
635,
637 637 637 637 637 352 156 352 118 600 637 600
635, 637
693
694
Text of Main Volume
SEC.
SECTION INDEX
Vol.
Text of Main Volume

SEC.
Vol.
PAGE
114, 681 352, 558
PAGE
635, 637
9,
575 576 578 586 593 594 595 607 615 620 625 642 645 653 655 670 675 677 680 688 689 690 699 704 720 723 724 725 729 731 734 735 736 737 738 741 744 752 761 767 772 773 777 781 783 785 787 789 790
635, 637 635, 637
791 794 795 796
655 655 655 127 9
558 558
9
461
146, 158 117, 182
352 635, 637

1
9 46 9, 9, 470 458, 470, 682 9 9 117, 182

635, 637
9 458 635, 637 118, 600 118 118 118 118 118
9
1,
352 156 458 635, 637 118 118 473 156, 661 600
9
156, 682
797 798 805 811 829 841 841n 842 847 848 849 850 852 853 854 859 861 871 872 873 875 888 890 891 892 893 923 924 925 926 930 936 937 938 940 961 965 978 1012 1013
1015. .346,
9,
1,
9,
46 46 46 46 46
9
9 156 391, 392, 635, 637, 661 684 9

635, 637
9 9
352, 362, 364, 369, 375
635, 637 635, 637 635, 637
635,
635,
635,
458, 635,
635,
635,
635,
.635,
391, 635,
118 352 352 156 558 9 558 458 458 458 9 637 637 637 637 637 637 637 637 637
118 118
160
372 352
348,
350,
352,
362,
364, 369, 375
9
472, 473
1016 1017 1018
352 352 352
SECTION INDEX
Text of Main Volume
SEC.
f
695
Vol.
Vol.
Text of Main Volume

SEC.
PAGE
160,
PAGE
635, 637 635, 637
1021
352
1022
156, 352
1023
1025 1026 1027 1028 1030 1042
352 352 352 352 352, 355 355 160

160
1399 1400 1403 1404 1405 1406 1421

1423
458 458 558 146, 156, 158, 372

1
9,
352
1044
1064 1107 1108 1109 1110 1111
160
681 681 681 681 681 118, 682 600
1430 1431 1441 1442 1443

1446.
.
635, 637 558, 600
558
156, 600
635, 637
.
.
127, 146, 156, 158, 372, 600
1450 1456 1459 1460 1472 1475 1477 1480 1481 1482 1483 1484 1485 1571 1636 1637 1638
1639
362, 364, 369, 375, 393 635, 637
1137 1147 1171 1190 1212 1222

1223 1224 1225 1226
1227 1228 1229 1230
1237 1240 1241 1242

1243
1251
1253 1258 1341 1347 1350 1358 1359 1360

1361
9,
1362
1363
1374
1386..
682 655 600 655 655 655 655 655 655 655 655 655 558 9, 600 9 9 9 558 558 600 9 635, 637 352 355 355 355 355 352, 355 9 118
9,
352 9 661 9 352 635, 637

9 9 9 9 9 635, 637 156 156, 600 156 156
1640
1641
156 156
127, 156, 635, 637 149, 154, 156
1642 1643 1644 1645 1646 1647 1648 1649
146, 156, 158,
600 372 149, 154, 156, 352 156, 684 156

156, 127, 156
458,461
1650 1651 1652 1653 1654 1655 1656
156 156
127, 156
156
156, 401, 420, 435
.156, 401, 420,
435
156,401,420,435
696
Text of Main Volume
SEC.
SECTION INDEX
Vol.
Text of Main Volume

SEC.
Vol.
PAGE
156
156 127 160
146, 158 .635,
PAGE
677
352, 677
1657
1941
1658
1661
1942
1943 1944
1678 1700 1705 1719 1720 1721 1722 1723 1742 1743 1744 1766 1767 1773 1774
1805 1806
637
1 1 1 1 1
1945 1946 1947 1948 1949 1950

1951 1952 1953 1954
677 677 558, 677 677 677 677 677 677 677 677
9,
661 661 661

46,
118,
1812
1817
458,
1830 1831 1856 1868

1875 1902
118, 600,
1919
1925.
;
635,
458 9 600 600 600 9 459 160 682 682 458 600 600 682 637
1
1
1955 1956 1957 1958

1959 1960 1961 1962
9,
677 677 533, 677 677
677 677 352, 677 677
1963 1964
1965 1966 1967 1968 1969 1970
1971
677 677 677 9, 677 9, 677 9, 46, 677 458, 461, 677 677 677 677 677 677 352, 677 677 9, 677 352, 677 9, 677 677 677
369, 387, 388, 391, 392, 684
1926 1927 1928 1929
1
1
1
1972 1973 1974

1975 1976 1977 1978 1979
1930 1931 1932 1933 1934

1935 1936 1937 1938 1939 1940
458, 677
677 677 127, 677 677
677 677 677 677

9, 352, 369, 387, 388, 392,
1980 1985 1991
458 558
635, 637
2002 2025 2038
682 600
458, 558, 677, 684
INDEX
\
References are to pages
As far as has been found convenient, important clauses in the various types of contracts have been indexed. If no special references are found, the contracts
under the particular subject-matter involved should be consulted. So, for many arbitration clauses will be found in the appropriate contracts, though not separately referred to, either under the index reference to the whole contract or under the heading "Arbitrations." The Table of Contents should also be consulted.
listed
instance,
ABANDONMENT OF CONTRACT DEFINED:

Motion picture contracts, 586.
ACCELERATION:
of
payments on
default, 682.
ACCEPTANCE OF CONTRACTOR'S PROPOSAL:

Standard form of American Institute of Architects, 36.
ACCIDENT INSURANCE:
lease, 480.
ACCOUNTING BY CONTRACTOR:
building contract, 44.
license agreement, 143. patent agreement, 143.
ACCOUNTS:
sale of to finance
company,
168, 173, 177.
partnership contracts, 602, 607, 609, 616. provision for keeping, 148.
sale of, 168, 173.
ACCOUNTS AND RECORDS:

motion picture contracts, 582.
ACT OF GOD:
release
from
liability for, 589.
ACTORS:
employment of, 362 ff actor and manager, 362.
.
Standard form; Producing Manager's Association and Actors' Equity Association, 364.
compensation, 365.
clothes, 367.
duties, 368.
697
698
[
INDEX
]
ACTORS
Continued.
lay-off, 368.
lost rehearsals, 366.
notice of termination before rehearsal, 365. during rehearsal, 365.
number
of performances, 367. termination by closing of play and season, 366.
transportation, 367.
producer and actor, 369.

Arbitration clause, 369.
motion picture contract, 563.
name
of; right to advertise, 565.
ADDITIONAL COMPENSATION:
ADVANCES:
against assigned accounts, 177.
ADVERTISING:
right of employer to advertise actor's name, 565. (motion pictures) advances against, 576.
ADVERTISING ACCESSORIES:
motion
pictures, 576.
AGENCY:
contract for exclusive agency in sale of merchandise, 146. exclusive to rent real estate, 372.
for care of real estate, 373.
AGENT:
contract appointing exclusive sales agent, 158.
AGREEMENT FOR PARTICIPATION OF INTEREST

GAGE,
645.
IN
MORT-
ALIENATION:
escrow of stock to prevent, 240.
ALTERATIONS:
building contract, 100. leases, 469, 482.
AMALGAMATED CLOTHING WORKERS,

Labor Protocol, 435, 439, 442, 446, 448.
ETC.:
AMALGAMATED TEXTILE WORKERS:

Labor Protocol, 420.
INDEX
[
699
]
AMERICAN INSTITUTE OF ARCHITECTS:

building contract,
9.
of agreement between owner and architect, 46. agreement between owner and architect, fee plus cost, 51. standard form of agreement between contractor and owner, 55.
standard form standard form standard form standard form standard form
of contractor's bond, 31. of agreement between contractor
and sub-contractor,
33.
of acceptance of sub-contractor's proposal, 36. of agreement between contractor and owner, 39.
AMUSEMENT GAME:
contract of license to use patented device, 125.
APARTMENT:
lease of, in
New York
City, 524.
lease of cooperative apartment, 512.
APPLICATIONS FOR PAYMENT:

building contract, 21, 44.
ARBITRATION:
actor's contract, 369.
law of
New
York,
1.
clauses, 1-5.
Chamber of Commerce of the State of New York, clause recommended by, 1. Public service commission of the State of New York and Interborough Rapid Transit Company, 3.
United States Shipping Board Charter form, forms of submission, 6-8.
in building contract, 30, 108. Silk Assn. of America clause, 116. in exclusive
5.
agency for sale of merchandise, 148. patent and license agreement, 133.
in license agreement, 134, 145.
ARCHITECT:
status under building contract, 15. decisions under building contract, 16.
ARCHITECT AND OWNER:

standard form of agreement, American Institute of Architects, 46. cost-plus agreement, American Institute of Architects, 51. another form of cost plus agreement, 689.
ARCHITECT'S DUTIES:
ARTIST:
See EMPLOYMENT.
news syndicate contract, 162.
700
[
INDEX
References are
to
pages
ASSIGNMENT OF CONTRACT TO CORPORATION:

right of, 123.
ASSIGNMENT:
author's rights in unpublished work, 598.
prohibition of in building contract, 27.
provision against in building contract, 107.
agreement not to
assign, license agreement, 136.
ASSIGNMENT OR SUBLETTING:
covenant against, in leases, 463, 479, 499, 535. provision against, motion picture contracts, 584, 596.
ASSIGNS:
lease,
covenant to bind assigns, 477.
ASSOCIATED CLOTHING MANUFACTURERS:

*
ASSORTMENTS:
rules of silk association in connection with, 116.
AUDIT:
AUTHOR:
of legal work, 387. publication of book; author reserving copyright sale of manuscript with right to copyright, 392.
and receiving
royalties, 389.
contract for dramatic production, 375, 383. standard publishing contract, 684.
AUTHOR:
covenant against assignment by, 596. covenant not to convey rights to any person, 595. covenants of ownership, 596. covenant of ownership in originality, 597. sale of motion picture rights in original unpublished work, 595. sale of rights to unpublished work, 598. rights in original unpublished work, 595.
BANK ACCOUNT:
partnership contracts, 625.
BANKRUPT CORPORATION:
creditor's agreement, 310.
BASEBALL PLAYER:
agreement for services
of,
393.
BOND:
standard form
of, for
use in connection with building contract, 31.
partnership contracts, 625. certificates of deposit of, 285.
INDEX
[
701
]
BOOKS:
inspection of, motion picture contracts, 591.
license agreements, 128, 129, 139.
partnership contracts, 602, 607, 609, 616. contract for publication of, 388.
BUILDING:
erection of building by tenant, 485.
by
landlord, lease, 477.
contract for purchase
See Index of Clauses of Lease on page 485. of, to be constructed, 641.
BUILDING CONTRACTS:
standard form of American Institute of Architects,
protection of
9.
work and property,
18.
inspection of work, 17. correct work before final payment, 17.
emergencies, 18. reductions for uncorrected work, 18. correction of work after final payment, 18.
liability insurance, 19.
fire
insurance, 19.
guaranty bonds, 20.

cash allowances, 20. changes in work, 20. claims for extras, 21.
applications for payment, 21.
'
permits and regulations, 23.

royalties and patents, 23. use of premises, 23.
delays, 24.
cleaning up, 24.

cutting, patching and digging, 24. owner's right to do work, 25. owner's right to terminate contract, 25, 45. contractor's right to stop work or terminate contract, 26.
damages, 26.
assignment, prohibition
sub-contract, 27.
arbitration, 30. title to work, 44.
of, 27.
accounting, inspection accounting, 44.

inspection, 44. audit, 44.
and
audit, 44*
applications for payment, 44.

certificates of
payment,
45.
disbursements, 45. termination of, 45.

cost-plus basis, 61, 72.
702
[
INDEX
Continued.
99.
]
BUILDING CONTRACTS
general contractor
architect's duties, 100. alterations, 100.
and sub-contractor,
sub-contractor, 101. exemption of general contractor from liability, 103.

permits, 104.
payments, 105. payment not evidence of performance, 106.

insurance, 106.
vouchers, 107. assignment, provision against, 107. additional compensation, 107.

notice, 108.
provision against signs, 108.
guarantee, 108.
arbitration, 108.
BUILDING LOAN CONTRACT,

BUSINESS:
deed of trust
sale of, 156.
of,
649.
213.
BUYERS AND SELLERS:

Silk Association of
sellers, 113.
America Rules governing transactions between buyers and
CANCELLATION OF CONTRACT:
salesmen's, 568.
motion picture contract, 585. on sale or exchange of real property, 471.
CAPITAL:
withdrawal
of,
from partnership, 601.
interest on, partnership contracts, 601. partnership contracts, 606, 612.

interest on, partnership contracts, 612. limited partnership, 621.
CAPITAL CONTRIBUTIONS:
partnership contracts, 600, 608, 624.
CARRIER:
clause limiting liability for negligence, 681.
CASH ALLOWANCES:
CASUALTIES AND STRIKES,
114.
INDEX
[
703
]
CAUSES BEYOND CONTROL OF PARTIES:

release
from
liability for, 589.
CERTIFICATES:
of deposit of stock, 288.
voting trust, 236.

debentures, 286.
CERTIFICATES
AND PAYMENTS:
CHAIN STORE:
employment
of
Manager, 360.
CHAMBER OF COMMERCE OF THE STATE OF NEW YORK:

arbitration clause
recommended by,
1.
submissions, 6-8.
CHANGES IN WORK:
CLAIMS:
time limit on, 115.
CLAIMS FOR EXTRAS:

CLEVELAND GARMENT MANUFACTURERS ASSOCIATION:

CLOAK SUIT & SKIRT MANUFACTURERS PROTECTIVE ASSOCIATION:

CLOTHING EXCHANGE OF ROCHESTER:

Labor Protocol,
446.
COLLATERAL SECURITY:
contract for pledge
of,
160.
COMMERCIAL PAPER:
restrictions against
endorsements by partners, 611.
COMMISSIONS:
salesman's contract, 348.
COMPENSATION:
limited partnership, 621. profits as compensation of executive, 355. partnership contract, 625.
704
[
INDEX
]
CONDEMNATION:
leases, 475.
CONDITIONAL LIMITATION:
leases, 459.
CONDITIONAL SALE,
CONFIRMATIONS,
116.
118.
CONSIGNMENT:
sale on, 117.
CONSOLIDATION:
of corporations, 221.
CONTRACT FOR SALE OF

CONTRACTOR:
SILK:
Silk Association of America, 112.
See BUILDING CONTRACT. acceptance of proposal by, 36. accounting by building contractor, 44.
CONTRACTOR AND OWNER:

standard form of American Institute of Architects, 39. standard form of agreement, American Institute of Architects, 55.
CONTRACTOR AND SUB-CONTRACTOR:

standard form of agreement of American Institute of Architects, 33.
CONTROL:
contract for control of stock, 243.
COOPERATIVE APARTMENT:'
lease, 512.
COPYRIGHT:
covenant by author, 597. reserving author's copyright, 388. on sale of manuscript, 392.
See AUTHOR.
COPYRIGHT GUARANTEE:
of
motion picture, 582.

221
fif.
CORPORATE AGREEMENTS,
CORPORATION:
formation of corporation to take over business of embarrassed debtor, 217.
INDEX
[
705
]
CORPORATIONS:
consolidation of
under laws of several
states, 221.
trust of stock of, 229. voting trust agreement, 233.
pledge of stock to secure loan, 239.
escrow of stock, 240.

control of stock, 243.
underwriting agreement, 245.

deposit agreement, 252, 263, 291, 303, 310. reorganization plan, 263.
reorganization agreement, 315. contract for formation of exclusive services

stock, 335. purchase of stock, 343.
by one
of parties
transfer of
trust agreement in connection with partnership, 337.
COST DEFINITION OF:

in exclusive agency contract, 147. method of calculating motion pictures, 577.
COST-PLUS BASIS:
COVENANT:
to repair, in lease, 461.
to comply with laws and ordinances, 461. against assignment or subletting, 463.
of
against obstructions, 469. title, 485.
See special Subject-Matter. See Index to Leases at pages 458, 485.
CREDIT:
change
of, 114.
clause limiting credit, 681.
CREDIT ADVICE LETTER OF CREDIT,

CREDITORS:
110.
agreement for control and management of business of embarrassed debtor,

213, 217.
agreement for joint control of bankrupt corporation, 310,
CROP SHARE FARM LEASE,

notes, 546.
548.
DAMAGES:
provision for liquidated
153.
damages in contract for exploitation of secret
process,
706
[
INDEX
]
DAMAGES
Continued.
provision for liquidated damages in contract for sale of business, 157. liquidated damages in lease, 473. release of landlord from liability for damages, 469.
DEATH:
liquidation of partnership contract, in case of, 603. partnership contracts, 607, 609-610, 614, 616.
limited partnership, 622. partnership contracts, 619.
DEBTOR:
management
of business of
embarrassed debtor by creditors, 213, 217.
DEED OF TRUST:
agreement between debtor and creditors for management of business by
trustees, 213, 217.
DEED:
provision
for, in
contract for sale of real estate, 636.
DEFECTIVE MERCHANDISE:
clause permitting substitution, 681.
DEFERRED DELIVERIES,
DELAYS:
116.
DELIVERY:
clause excusing delivery because of shortage of labor, 677. acceptance of, 115.
deferred, 116.
DEPARTMENT STORE:
sale of manufacturer's or distributor's products, 123. lease of department in, 553.
DEPOSIT AGREEMENT,
252, 263, 291, 303, 310.
DISBURSEMENTS:
DISSOLUTION:
for violation of partnership contract, 613.
agreement for, of partnership, 627. partnership contracts, 628, 631.

agreement
for,
upon death of partner, 632.
INDEX
[
707
]
DISTRIBUTION:
contract for distribution of motion pictures, 568.
DOCUMENT CONTAINS WHOLE AGREEMENT:

See Appropriate Contracts.
DRAMATIC PRODUCTIONS:
contracts for, 375 f. standard form (Author's League), 375. author and producers to produce play, 383.
DRAWING ACCOUNTS:
partnership contracts, 609, 616. provision with agreement to repay unearned drawings, 346. suspension of, 350.
EMERGENCIES:
provisions respecting, in building contracts, 18.
EMPLOYEES:
partnership contract, 615.
EMPLOYMENT:
See Special Description of Employment.
EMPLOYMENT CONTRACT:
of artist or writer for
news syndicate,
.
162.
affecting real property, 372 ff exclusive agency to rent real estate, 372.
between owner and agent for care of motion picture director, 560.
baseball player, 393,
real property, 373.
See Subject Matter of Employment;
"MOTION PICTURES"; "SALES-
MAN"; "EXECUTIVES",
ETC.
ENCUMBRANCES:
leases, 475.
ENFORCIBILITY:
governed by law of particular jurisdiction,
1.
ENTRY:
permission to make, in leases, 464.
EQUITABLE LIFE ASSURANCE SOCIETY OF THE UNITED STATES:

trust of stock, 229.
ESCROW OF STOCK TO PREVENT SALE OR ALIENATION,
240.
708
[
INDEX
]
EVICTION:
leases, 476.
EXCAVATION CONTRACT,
contracts for, 637.
97.
EXCHANGE OF REAL PROPERTY:

EXCLUSIVE AGENCY:
for sale of merchandise, 146.
'
salesman's contract, 346. to rent real estate, 372.
EXCLUSIVE SERVICES:
partnership contracts, 616, 618.
EXECUTIVES:
employment contracts
of,
352
ff .
provision for share of profits to be paid partially in stock of sharing of profits, 355.
special provision for elimination of manager employment of general manager, 359.
company, 352.
from control, 357.
manager
of retail chain store, 360.
cash deposit as security, 360.
EXEMPTION FROM LIABILITY:

general contractor under building contract, 103.
EXTENSION OF TIME FOR PAYMENT:

of mortgage, 655.
EXTRAS, BUILDING CONTRACTS:

claims for, 21.
FACTORS' AGREEMENTS,
182
ff.
FARM LEASE CONTRACT:

livestock in partnership, 539.
FARM
LEASE,
548.
notes, 546.
FINAL PAYMENT:
FINANCE COMPANY:
purchase of accounts, 168, 173, 177.
INDEX
[
709
]
FIRE:
as affecting lease, 468.
FIRE INSURANCE:
leases, 464.
FOREIGN RIGHTS:
sale of film,
GENERAL CONTRACTOR AND SUB-CONTRACTOR:

GENERAL MANAGER:
See EXECUTIVES
EMPLOYMENT.
GOOD WILL:
contract for sale of business including, 156.
GUARANTY BONDS:
GUARANTY OF
GUARANTY:
LEASE,
558, 559.
HART SCHAFFNER & MARX:

HEAT:
provision for, in lease, 526.
HEIRS:
covenant to bind
leases, 476.
HENRY SONNEBORN &

SON, INC.:
HUSBAND:
See SEPARATION AGREEMENTS.
INDEMNIFICATION:
leases, 476.
INFRINGERS:
action against, in license agreement, 135.
INSPECTION OF WORK:
710
[
INDEX
]
INSPECTION:
INSPECTION OF BOOKS:
INSURANCE:
INSURANCE AGAINST LIABILITY:

building contracts, 19.
INSURANCE AGAINST FIRE:

building contracts, 19.
INSURANCE LEASES:
fire,
464.
liability, 464.
plate glass, 465.
INTEREST ON CAPITAL:
INTERNATIONAL LADIES' GARMENT WORKERS UNION:

INTERPRETATION
agreement for, 585. governed by law of particular
jurisdiction, 1.
INVENTOR:
contract of employment to develop patented invention, 140.
INVENTORY:
LABOR PROTOCOLS,
401
ff.
Hart, Schaffner & Marx, 401. Cleveland Garment Mfr's Asso. and International Ladies' Garment Workers
Union, 430. Associated Clothing
Manufacturer's
and
The Amalgamated Clothing

of
Workers of America, 435. Henry Sonneborne & Co.,

America, 439. Strouse & Bros.,
Inc.,
and Amalgamated Clothing Workers
Inc., and Amalgamated Clothing Workers of America, 442. Clothing Exchange of Rochester and Amalgamated Clothing Workers of America, 446. New York Clothing Trade Association, 448. Cloak, Suit and Skirt Manufacturer's Protective Association and Various
Labor Unions, 453.
INDEX
[
711
]

leases, 461.
LAWS AND ORDINANCES:

covenant to comply with, in
LAWYERS' TITLE & TRUST CO. OF
NEW YORK:
contract for purchase and sale of real property, 635. contract for exchange of real property, 637.
agreement for participation of interest in mortgage, 645. building loan contracts, 649. agreement extending time for payment of mortgage, 655.
LEASES, 458
rent, 459.
ff.
term and premises, 458.

conditional limitation, 459. taxes and water rents, 459.
repairs, 461.
laws and ordinances, 461. assignment and subletting, 463.

permission to enter, 464.
fire
and liability insurance, 464. plate glass insurance, 465. surrender on expiration of term, 465.
recovery of possession on default, 465. waiver of right to redeem, 467.

fire,
468.
and permission to inspect, 469. obstructions, 469. release of landlord from liability for negligence, 469. subordination clause, 469.
alterations
provision against waiver, 470. surrender invalid unless in writing, 470.

notices, 470.
covenant for quiet enjoyment, 471.

cancellation
on
sale or exchange, 471.
payments added to rent, 472. security and liquidated damages, 473. covenant as to title and incumbrances, 475.
condemnation, 475.
eviction, 476.
covenant to indemnify, 476. covenant to bind heirs, 477.

erection of building by landlord, 477. long time lease with provision for erection of building see index of clauses on page 485.
of cooperative apartment, 512.
by
tenant.
For clauses
of apartment in New York City, 524. of theatre for exhibition of high class motion pictures, 533. of department in department store, 553.
option for renewal
of,
558.
guaranty of, 558, 559. See Index at pages 458, 485.
712
[
INDEX
of
]
LETTER OF ADVICE:
(credit),
Merchants Assn.
New
York, 109, 110, 111.
LETTER OF CREDIT CREDIT ADVICE,
110.
LETTER OF CREDIT:
revocable and unconfirmed, 109. irrevocable and unconfirmed, 110-111.
LIABILITY INSURANCE:
building contract, 19. leases, 464.
LICENSE:
to use patented game, 125. to manufacture and sell commodity, 127
ff.
arbitration clause, 134, 145. accounting for profits, 135.
to manufacture and
sell
commodity, 127.
of inventor in connection with, 140. notice of infringement, 135.
employment
LICENSE FEE:
clause requiring
payment
of
minimum,
682.
LIEN ON MOTION PICTURES:

to distributor, 581.
LIMITED PARTNERSHIP:
contract, 620.
profits, 621.
compensation, 621.
capital, 621.
salary, 621-622.
provision against speculation, 622. death, 622.
LIQUIDATED DAMAGES:
See DAMAGES.
LIQUIDATION:
agreement
for,
on death
of partner, 632.
partnership contract, 603.
LIVESTOCK:
in partnership,
farm lease contract, 539.
(paragraph headings are indexed).
INDEX
[
713
]
LOAN:
pledge of stock to secure, 239.
LOSSES:
MAGAZINE STORY:
sale of
motion picture rights
to, 597.
MANAGER:
See Particular Subject Matter; also EXECUTIVES.
MANUSCRIPT:
author's covenant of ownership, 596. warranty on sale of unpublished, 599.
MARGINAL NOTES:
not part of contract, 585.
MERCHANTS ASSOCIATION OF NEW YORK:

letter of credit, 109.
METHOD OF CALCULATING
COST:
MODIFICATION:
provision against, 146. See Appropriate Contract.
MORTGAGE:
agreement for participation of interest contracts for participation in, 645. subordination of mortgage, 483.
in,
645.
MOTION PICTURES:
lease of theatre for, 533.
MOTION PICTURE DIRECTOR:

employment
contract, 560.
MOTION PICTURE CONTRACT:

actor, 563.
salesmen to procure rentals, 566.
manufacture and distribution, 568 (see marginal index.)

production and distribution, 568.
taxes, 575.
ff.
posters and advertising accessories, 576. cost of production, 576.
advances for advertising, 576.
714
[
INDEX
Continued.
]
MOTION PICTURE CONTRACT

advance against negatives, 576. methods, of calculating cost, 577.
distributor granted first lien, 581. copyright guarantee, 582.
records
and accounts, 582.
replacement of prints, 583.

reports, 583.
assignability, 584.
nonassignability, 584.
interpretation of agreement, 585. cancellation, 585.
document contains whole agreement, 585. abandonment, definition of, 586.

sale of foreign rights, 587.
waiver, 587.
from from release from

release release
liability for liability

liability
causes beyond control of parties, 589. on account of Act of God, 589. on account of war, 589.
inspection of books, 591.
purchase from author of motion picture rights on original unpublished work, 595. purchase of rights to a published story, 597.
sale
by author
of rights to original unpublished work, 598.
NAME:
covenant for use of actor's, 565. covenant against use of name of partnership, 613.
right of employer to advertise employee's, 565. partnership contracts, 600, 606, 608, 611, 615, 618, 623. of firm, partnership contracts, 610-11.
NEGATIVES (MOTION PICTURE):

advances against, 576.
NEGLIGENCE:
release
from liability for negligence, 469. clause limiting carrier's liability for, 681.
NEWSPAPERS:
contract for furnishing material to news syndicate, 162.
NEW YORK CLOTHING TRADE

ASSOCIATION:
NOTE:
promissory note for purchase of merchandise
682.
Acceleration on
default,
INDEX
[
715
]
NOTICE:

leases, 470, 484.
OBJECTS:
OBSTRUCTIONS:
leases, 469.
OPTION:
employer to renew
actor's, 565.
for renewal of lease, 558. partner to retire, 602.
to purchase stock, 291.
salesman's contract, 348.
ORIGINAL UNPUBLISHED WORK:

sale of rights of
author
in,
598.
OWNER AND ARCHITECT:

cost-plus agreement, American Institute of Architects, 51. standard form of agreement, American Institute of Architects, 46. Standard Architect's Agreement, 689.
OWNER'S RIGHT TO DO WORK:

OWNERSHIP IN ORIGINALITY:
covenant by author, 597.
PARTICIPATION OF INTEREST IN MORTGAGE:

contracts for, 645.
PARTIES:
provision against partnership of, 584.
i
PARTNER TO RETIRE,
PARTNERS:
*
602.
duties of, 601.
PARTNERSHIP:
in Crops, 548. continuation of partnership ment, 337.
live stock in,
by partner who
is
trustee under trust agree-
farm
lease contract, 539.
(naragraph headings are indexed.) provision against parties being in, 584.
716
[
INDEX
]
PARTNERSHIP CONTRACT:
capital contributions, 600. general form, with provision for continuation of firm after withdrawal of partner and option of continuing partner to retire upon notice and become
special partner, 600.
name, 600.
place of business, 600. term, 600. duties of partners, 601.
interest
profits
on and
capital, 601.
losses, 601.
salaries, 601.
withdrawal of capital, 601.

accounts, 602. inventory, 602.
liquidation in event of death, 603. continuation after death of partner, 604.
capital, 606.
continuation of firm in event of death of one partner controlled by surviving partner, rights of legal representatives of deceased partner, 606.
name, 606, 608, 611, 615, 618, 623.

profits, 606, 612, 616, 618, 623, 625.
term 606, 608, 611 615, 618.

accounts, 607, 609, 616. books, 607, 609, 616. death, 607, 609, 614, 616.
termination, 607. capital contributions, 608. contributions to capital treated as loans, use of firm etc., 608.
division of profits, 608. place of business, 608.
name on
dissolution,
drawing accounts, 609. agreement against endorsements of commercial paper, 611.

firm
name
after death, 610.
legal representatives to
assume
rights of deceased partner with
no voice
in
business, 611. objects of, 611.

capital, 612.
covenant against use of name of partnership, 612.

interest
on
capital, 612.
*
losses, 612.
dissolution for violation of partnership's agreement, 613. admitting employees as new members, partners retaining ownership of present assets and goodwill, drawing accounts, death of one partner, 615.
employees as new partners, 615.

provision for retention of goodwill, 615.
drawing accounts, 616.

exclusive services, 616. covenant against use of
name
of partnership, 617.
INDEX
[
717
]

Continued.
PARTNERSHIP CONTRACT
contribution
senior partner, 618. death not to dissolve, 618.
by
exclusive services, 618. senior member's rights, 618.
covenant against use of partnership name, 620. limited partnership, 620. miscellaneous provisions of special nature, 623.
capital contributions, 624.
management of business, bank account, 625. bond by partner, 625.
624.
compensation of partners, 625. dissolution agreement 627; 628. release, 627.
agreement for dissolution on death of partner, 632. partner to withdraw upon payment, 634.
PATENTS:
accounting, 133, 135, 143.
validity acknowledged, 132. agreement not to assign, 136.
arbitration, 134, 145.
license
agreement under, 125, 127, 132, 137. notice of infringement of, 135.
PAYMENTS:
applications for, building contracts, 21.
building contract, 105. extension of time, for payment of mortgage, 655.
PERFORMANCE, PAYMENT NOT EVIDENCE

OF:
PERFORMANCE:
clause excusing from, 677.
PERMITS:
PERMITS AND REGULATIONS:

PICTURE RIGHTS:
sale of original of unpublished work, 595.
PLACE OF BUSINESS:
partnership contracts, 600; 608.
718
[
INDEX
]
PLANS:
See ARCHITECT; BUILDING CONTRACT.
PLATE GLASS INSURANCE:

leases, 465.
PLAY:
contract between Author and Producer, 383.
PLEDGE:
See COLLATERAL SECURITY.
POSSESSION,
leases, 465.
RECOVERY
OF:
POWER OF ATTORNEY:
purchase of accounts by Finance Company, 172, 181.
PRINCIPAL AND AGENT:

See FACTOR'S AGREEMENTS; EMPLOYMENT CONTRACTS; SALESMEN and other appropriate subject matter headings involved.
PRINTS:
motion pictures, replacement
of,
583.
PRODUCTION:
motion picture contract for, 568. motion pictures, cost of, 576. for dramatic productions, 375. See DRAMATIC.
PROFITS:
arbitration concerning, 145.
partnership contracts, 606, 612, 616, 625. division of, partnership contracts, 608. limited partnership 621.
PROFITS
AND
LOSSES:
PROTOCOLS:
See LABOR PROTOCOLS.
PUBLIC SERVICE COMMISSION TRANSIT COMPANY:

arbitration clause, 3.
AND INTERBOROUGH RAPID
PUBLISHED STORIES:
purchase of rights
for,
597.
INDEX
[
719
]
PUBLISHER:
See AUTHOR.
PURCHASE AND SALE OP REAL ESTATE:

contracts for, 635.
PURCHASE OF BUILDING:
in course of construction
641.
QUIET ENJOYMENT:
covenant
for, 471.
RAILROAD COMPANY:
reorganization agreement, 315.
REAL ESTATE:
purchase of building to be constructed, 641.
REAL PROPERTY:
contract for purchase and sale of, 635.
contract for exchange of, 637. contract for sale of, reserving right of seller to cancel in event of failure to
acquire title, 640. contracts of employment affecting real property.
See
EMPLOYMENT CON-
TRACTS.
RECORDS AND ACCOUNTS:

Motion picture contracts, 582.
REDEMPTION:
waiver of right for
leases, 467.
REDUCTIONS FOR UNCORRECTED WORK:

RELEASE:
RENEWAL:
actor's

for, in lease, 484, 558.
option
RENT:
leases, 459, 471.
REORGANIZATION:
plan
of, for
corporation, 262, 315.
agreement
for, 263, 315.
720
[
INDEX
]
REPAIRS:
covenant to make, in
leases, 461.
REPLACEMENT OF PRINTS:
REPORTS:
RIGHT TO TERMINATE:
RIGHT TO STOP WORK OR TERMINATE:

RIGHTS:
sale of author of rights in unpublished work, 598.
ROYALTIES:
author and publisher, 388.
arbitration concerning, 145.
of, in license agreement, 128-130, 135, 139, 143. in contract for exploitation of secret process, 150.
payment
ROYALTIES AND PATENTS:

SALARIES:
SALARY:
limited partnership, 621-622.
SALE:
author, of all rights to original unpublished work, 598. conditional, 118. contract for sale of silk, 112.
escrow of stock to prevent, 240. foreign rights of film motion picture contracts, 587. motion picture rights to published story, 597
real estate, contract reserving right of seller to cancel in event of failure to
acquire
title,
640.
cancellation of lease on, 471. of good will, 156. of accounts, 168, 173.
INDEX
[
721
pages
]
References are
to
SALE OF REAL PROPERTY:

contract for, 635.
SALE ON CONSIGNMENT,
leases, 471.
117.
SALE OR EXCHANGE CANCELLATION ON:
SALESMEN:
collection of accounts, 349, 567.
commission, 348, 568. contract to procure motion picture rentals, 566.

reports and accounts, 567. termination of contract, 568.
traveling expenses, 567. exclusive agency limited territory drawing account provisions, 346. furnishing bond collection of moneys for principal, 348.
authority to employ sub-salesmen, 350. repayment of unearned commissions, 346, 349. under bond, 348.
option for renewal, 346. suspension of drawing account, 350.
SECRET PROCESS:
contract for exploitation of, 149. contract for purchase of, 154.
SECURITY:
leases 473.
See COLLATERAL SECURITY.
SENIOR
MEMBER OWNING ALL

financial affairs
ASSETS:
and directing
of partnership, payments to representatives of deceased partner, use of firm name, 616.
and business
SENIOR PARTNER:
control by, 618.
SEPARATION AGREEMENTS,
general form, 661, 673. reduction of payments, 664.
661
ff.
common law form, 666. support of children life insurance for benefit of wife and children apartment for use of wife and husband, 668.
after
lease of
adjusting
commencement of action, 674. payment with income, 676.
SIGNS:
provision against, building contract, 108.
722
[
INDEX
]
SILK ASSOCIATION CONTRACT:

rule affecting assortments, 116. arbitration clause, 116.
contract for sale of
silk,
112.
rules governing transactions
between buyers and
sellers, 113.
SPECULATION:
partnership
provision against, in limited partnership, 622.
STOCK:
escrow
trust of, 229. of, to prevent alienation, 240. contract for control of, 243.
'
pledge of to secure loan, 239.

trust agreement, 337. purchase of stock from corporation
provisions against alienation, 343.
STOCK TRANSACTIONS:
See CORPORATIONS; CORPORATE AGREEMENTS and appropriate headings for subject matter involved.
STOCKHOLDER'S COMMITTEE,
252.
deposit agreement, 263, 291, 303; 310.
STOCKHOLDERS:
See CORPORATIONS.
STORY:
sale of
motion picture rights
in published, 597.
STRIKES
AND
CASUALTIES,
681.
114.
STRIKE CLAUSE,
SUBCONTRACT:
See BUILDING CONTRACTS.
SUBCONTRACTOR:
SUBCONTRACTOR AND GENERAL CONTRACTOR:

SUBORDINATION:
agreement
leases, 469.
for,
647.
INDEX
[
723
]
SUBORDINATION MORTGAGE AGREEMENT,

clause in lease, 469, 483.
647.
SURRENDER:
leases, 465, 470.
SURVIVING PARTNER:
rights of, 606.
See PARTNERSHIP.
TAXES:
motion picture contracts 575.
TAXES AND WATER RENTS:

leases, 459.
TERM:
partnership contracts, 600, 006, 608, 611, 615, 618, 623.
TERM AND PREMISE:

leases, 458.
See LEASES.
TERMINATION OF AGREEMENT:
employing inventor to develop patented invention, 144.
building contract, 25, 45. partnership, 607. salesman's agreement, 568.
See Appropriate Subject Matter.
THEATRE:
lease of, for
motion
pictures, 533.
i
TIME:
extension
of, for
payment
of mortgage, 655.
TITLE:
covenant of right to use, 597. warranty of on sale of manuscript of unpublished work 599.
TITLE
AND ENCUMBRANCES:
See LEASES.
leases, 475.
TITLE TO WORK:
724
[
INDEX
]
TRAVELING SALESMAN:
See SALESMEN.
01
TRUST AGREEMENT:
stock of corporation, 337. See CORPORATIONS.
UNDERWRITING AGREEMENT,
arbitration clause, 5.
245.
UNITED STATES SHIPPING BOARD CHARTER:
UNPUBLISHED WORKS:
purchase from author, 595. See AUTHOR.
VALIDITY:
governed by law of particular jurisdiction,
1.
VENDOR AND PURCHASER:

See SALES,
REAL ESTATE, REAL PROPERTY.

232.
VOTING TRUST AGREEMENT,

See CORPORATIONS.
VOUCHERS:
WAIVER:
claim of representations or modifications of contract, 121, 146, 566.
leases, 467, 470, 484.
claim of representations or modifications of contract, 566.

leases, 470.
WAR:
release
from
liability for, 589.
WARRANTIES:
by author,
of sale of unpublished
work, 599.
WARRANTIES OR MODIFICATIONS:
provision against, 115.
WARRANTY:
on
sale of
unpublished manuscript, 599.
INDEX
[
725
]
WATER RENTS:
leases, 459.
WIFE:
See SEPARATION AGREEMENTS.
WRITER:
See EMPLOYMENT.
WITHDRAWAL OF CAPITAL:

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THE

BAKER, VOORHIS & COMPANY

demand for a book

forms for use in connec-

contracts regulating industrial relations, concerning

and "Agent," and the same

and liquidated damages have been

been impossible to prepare

New York, October 1,

New York City.

Cost plus contract

form used by United States government during war for 84 97 99 689

Agreement on cost plus

Patent license to manufacture License to use patented invention

Agreement between news syndicate and

of accounts by merchant to finance company

168 173 177

Factor's agreement Factor's agreement

and embarassed solvent debtor, providing

formation of corporation controlled by creditors

CORPORATE AGREEMENTS STOCK TRANSACTIONS

229 233 239 240 243 245 252 263 291

bankrupt corporation for joint action to

Agreement for purchase price from dividends

Salesman's contract authority to employ sub-salesman Employers' Contracts with executives

Employer and Manager

provision for sharing of profits as compensa-

Employments of actors Actor and Manager

CONTRACTS FOR DRAMATIC PRODUCTIONS

for production of play Agreement between author and producers

AUTHOR AND PUBLISHER

Agreement Contract between author and publisher

for sale of manuscript with right to

EMPLOYMENT CONTRACTS MISCELLANEOUS

lease contract (livestock in partnership)

MOTION PICTURE CONTRACTS

assume rights and

618 620 623 627 628

Agreement of partner to withdraw upon payment

CONTRACTS AFFECTING REAL PROPERTY

Agreement for participation of interest Agreement subordinating mortgage

645 647 649 655 659

Separation agreement after commencement of action

payments with income

668 673 674 676

Limiting credit of purchaser

677 677 680 681 681 681 682

THE LAW OF CONTRACTS

Laws of New York, Chap.

Sugar Products Co., 230 N. Y. 261, 130

189 N. Y. Supp. 391;

Yeannakopoulos, 195 App. Div. 261, 186 N. Y.

Matter of Palmer N. Y. Supp. 369;

Pierce, Inc., 195

App. Div. 523, 186

Co., 113 Misc. 612, 186

Shima & Co.,

Ltd., 113 Misc. 612, 186