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of a

Good-will &c to recover and rece the mos due and paye upon or to arise by virtue of the sd bills of exchange as by the sd (trustees), &c. or his or their counsel in the law shall be advised or required In Witness, &c.

Bus iness

Stamp.

Recital of

trade.

Contract for sale.

Assignment of Good-will of a Business.

Obs. 1. The good-will of a trade is assignable; Bunn v. Guy, 4 E. 190. 1 P. Wms. 196. But the sale of a trade does not prevent the vendor from setting up a similar trade, unless there be an express stipulation to restrain him from so doing; Shackle v. Baker; 14 Ves. 468. A bond or promise to restrain oneself from trading in a particular place, if made upon a reasonable consideration, is good; but otherwise, if not made for a reasonable consideration; or if made to the restraint of trade altogether; Mitchell v. Reynolds; 1Wms. 181. An agreement by an attorney to relinquish his business, and recommend his clients to another, and not to practise himself within certain limits, is valid in law; but it seems doubtful whether a court of equity, considering the business of an attorney to arise from confidence in his skill and integrity, would decree specific performance of a contract for the sale of it. Bozon v. Farlow; 1 Mer. 159.

2. It appears, that an ad valorem stamp is not necessary where the consideration is merely for the good-will of a trade, and for the privilege of carrying it on for a certain number of years in a particular house; that not being considered a sale of substantive property.' Lyburn v. Warrington; 1 Stark, N. P. C. 162. Belcher v. Sikes, 6 B. & C. 234.

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This Indenture, &c. made Betn (assignor) of, &c. of carrying on the one pt and (assignee) of, &c. of the or. pt Whas the sd (assignor) hath for many yrs carried on the trade and business of in the house in which he now dwells and hath established a connexion in the sd trade And whas the sd (assignor) hath agrd with the sd (assignee) for the sale and relinquishment to him the sd (assignee) of the sd trade or business and also of the lease of the messe or tent where the sd business is carried on at or for the the price of £ to be pd as hnaftr mentd Now this Indre witnesseth, &c. That in conson of the sum, &c. to the sd (assignor) in hand, &c. pd by the sd (assignee) at, &c. the rect, &c. He the sd (assignor) hath granted bargd, &c. and by these prests as far as in him lies Doth grant, &c.unto the sd (assignee) his exs, &c. All and singr the good-will beneficial int and advantage of the connexions and custom which he the sd (assignor) now hath in the sd trade or business To Have Hold rece and take the sd good-will benefit prft and advantage to be made and obtained by and from the sd trade or business And all the este, &c. and all and singr or. the preses hby assd or orwise assured or intended so to be Covenants. with their appts unto the sd (assignee) his, &c. And the sd (assignor) for himself, &c. his hrs, &c. Doth hby

any act

Not to

carry on

trade.

covt, &c. in manner followg that is to say That he the Good-will sd (assignor) shall not nor will at any time or times hraftr directly or indirectly by himself or in partnership with any psn or psns whomsr carry on the sd (a) trade or business of within miles of nor shall nor will at any time hraftr do or cause to be done matter or thing whby or by reason or by means whof the sd (assignee) shall or may be injured or damnified in the sd trade or business And furr that the sd (assignor) shall and will during the space of mths next hraftr conduct and superintend the sd trade, &c. at the risk and for the sole bent of the sd (assignee) and use his best endeavours to promote the trade of the sd (assignee) to the utmost of his power and also shall and will give his personal attendance in the shop (or counting-house) as often as occasion may require during the sd period And this Indre further Witnesseth Further tesThat in conson of the preses, &c. (see Assignment of tatum. Lease.) And it is hby furr decld and agrd by and betn the sd pties hrto that he the sd (assignor) shall continue to reside in the sd messe or tent hby assd or orwise assured or intended so to be for the space of six cal mnths to be computed from the date hrof witht paying rent or taxes for the same unless the sd (assignee) shd by writing under his hand give the sd (assignor) weeks' notice to quit the sd messe or tent And furr That the stock in trade and the fixtures on the sd preses shall within the space of one calr mnth from the date hereof be valued and appraised by two indifferent psns for that purpose to be chosen the one by the sd (assignor) and the other by the sd (assignee) and in case they cannot agree by a third psn to be chosen by the two arbitrators And that he the sd (assignor) shall from and immly after such valuation (b) pay the amount thof unto the sd (assignor) his exs, &c. In Witness, &c.

Assignment of the Moiety of a Boarding School (by Indorsement on the Articles of Copartnership.)

Obs. As to the stamp upon the assignment of a good-will, see last Precedent.

To All to whom these Presents shall come the withinnamed (assignor) sendeth greeting Whas the sd (assignor) by virtue of the power given to her in and by the

(a) See Obs. 1.

(b) Or, give unto the sd (assignor) his exs ads or ass a promissory note in writing under his hand for payment within calr mnths to be computed from the date hereof of such sums as the sd stock in trade and fixtures shall be valued at as afd.'

Assignment of lease. Assignor to reside on the premises for

six months.

Stock in

trade to be

valued.

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Good-will within-written articles of coptnshp hath contracted and agrd with (assignee) of, &c. for the absolute sale to her of her share and int in the boarding-school now carried on by the sd (assignor) in coptnshp with the withinnamed I H under and subject to the condons limitations and agrts as are in and by the within-written articles expssd and contd Now know ye That in conson of the sum of £- to the sd (assignor) well and truly pd the rect, &c. she the sd (assignor) Hath bargained sold and assigned and by, &c. doth bargain sell and assign unto the (assignee) all that moiety or one half part of her the sd (assignor) of and in the sd boarding-school and of and in the sd preses where the same is carried on and the furniture fixtures books and other materials relating to the sd school and also of and in the withinwritten articles of coptnshp And all the este right title int property future emolument and advantage claim and demand whatsr of her the sd (assignor) of, in or out of the same preses To Have and to Hold the sd moiety or one half pt of and in the sd boarding-school and all and singr or. the presses hby assd or intended so to be and all future emolument and advantage to arise from the same in as full ample and beneficial a manner as she the sd (assignor) might have enjoyed the same if these prests had not been made witht any let suit, &c. And that free, &c. (see Assignment of Annuity by Indorsement.) In Witness, &c.

Stamp.

Assignment of a Judgment recovered by a Verdict.

Obs. 1. As to judgments and other choses in action, sce Pref. § 1. 2. A judgment debt has been held not to be property within the meaning of the 55 G. III., and therefore, an assignment of such a debt, does not require an ad valorem stamp, but must have the ordinary deed stamp. Warren v. Howe; 3 D. & R. 494.

term

― as

To all to whom these Prests shall come I (assignor) of, &c. send greeting Whas I (assignor) as of last past recovered a judgment in his Maj. Court of at Westminster agst A B of, &c. for the sum of £ by the record of the sd judgmt will more fully ap pear Now Know ye That I the sd (assignor) for divers good causes and consons me hereunto moving Have bargained, &c. and by, &c. Do, &c. unto (assignee) of, &c. his exs, &c. as well the sd judgmt for the sd sum of £— afd as all bent profit sum and sums of money and advantage whatsr that now can shall or may hraftr be obtained by reason or means of the same or of any exon thereupon now had or to be had sued out extd or obtained and all the este, &c. which

I the sd (assignor) have or ought to have or claim Judgment And furr I the sd (assignor) do by these prests make, Power of &c. the sd (assignee) &c. my atty, &c. for me and in attorney. my name to sue and prosecute the sd exon upon the sd judgment and upon composition made concerning the preses to acknge satisfaction or to make or give any or. release or discharge for the same and to make and do all such or. acts and things whatsr as shall be requisite in and about the preses, &c. And I the sd Covenants. (assignor) for myself do hhy covt, &c. in manner and

form followg that is to say That I the sd (assignor) have Judgment never made or exted any release or or. discharge of the not satissd judgment or of any exon which hath been or shall fied. thereupon be sued or exted neither will nor shall I the sd (assignor) my exs or ads at any time hraftr make or Assignor do any act or or. thing whatsr whby the sd judgmnt or will not any exon which hath been or shall at any time hraftr release. be thereupon sued or exted by the sd (assignee) and his ass shall be in any manner defeated hindered disabled debarred or extinguished witht the consent of the sd (assignee) his exs ads or ass thereto first had in writing nor revoke invalidate or avoid any power or authty hnbefe by me given to the sd (assignee) witht such consent as afd And furr that I the sd (assignor) my exs and ads shall at all times hraftr at the request costs and chas of the sd (assignee), &c. maintain justify allow and confirm all such lful actions suits processes exons and proceedings whatsr as have been or shall hraftr be brought sued forth or prosecuted agst the sd A B his hrs, &c. his their or any of their lds tents goods or chattels upon or by reason of the sd judgmnt In Witness, &c.

Assignment of a Satisfied Judgment.

Obs. 1. As judgments after they are docketted, and recognizances after they are enrolled, become liens on the land, and carry the legal estate, a purchaser, without notice of any incumbrance, may, by getting an assignment of those securities to a trustee for himself, protect the lands purchased from any mesne incumbrances. Ellis' Law of Dr. & Cr. 399. And this doctrine extends to a mortgagee, who is considered as a purchaser pro tanto. 1 Ch. Ca. 149.

2. As to the stamp, see Pref. § 4.

This Indenture, &c. Betn (assignor) of, &c. of the first pt (vendor) of, &c. son and hr of AB decd of the second pt (purchaser) of, &c. of the third pt and (trustee)

Stamp.

a trustee named, &c. of the fourth pt Whas (recite Recital of judgment obtained by assignor agst A B decd) And judgment. whas the sd sums of £ — and £· have since been Of satisfacfully pd and satisfied And whas the sd (P) hath con- tion.

Contract

for purchase of lands.

Testatum.

Judgment tracted with the sd (V) for the absolute purchase to him of all the lds tents and heredts situate, &c. for the sum of £and by indres of lease and rele the lease bearing date the day before the date of the rele and the rele bearing even date herewith and made or expssd to be made betn the sd (V) of the one pt and sd (P) of the or. pt the sd lds, &c. were conveyed unto the sd (P) his hrs and ass for ever And it was agrd at the time of the purchase that the sd judgmnt shd be assd to the sd (T) for the purps hnaftr mentd Now, &c. and in conson of 58., &c. He the sd (assignor) at the request and by the direction and apptmt of the sd (V) and at the nomination of the sd (P) testified by their severally being pties to and signing this deed Hath bargained, &c. sold assd transferred and set over and by, &c. and the sd (V) for the consons in the sd indre of rele mentd Hath granted bargd sold assigned ratified and confirmed and by, &c. Doth grant unto the sd (T) his, &c. All that the hnbefe in pt recited judgmt and all and evy sum, &c. and all bent and advantage to Habendum. be derived therefrom And all the este, &c. To Have and to Hold the sd in pt recited judgmt and all and singr or. the preses hby, &c. unto the sd (T) his, &c. In Trust for the sd (P) his, &c. to be assd and disposed of from time to time as he or they shall direct and appt And in the mean time in trust and to the intent that the same judgment may be kept on foot to attend and wait upon the inbance of the sd lds tents and heredts in order to defend and protect the same from and agst all subsequent judgmts statutes and other mesne incumbrances And the sd (4) Doth hby for himself, &c. covt, &c. with the sd (7) his, &c. that the sd judgmt hath not been vacated dischagd or defeated in any manner howsr And that the sd lds tents and heredts shall not be extended by or upon the same judgmt orwise than for conformity and in case of any such extent the same as to the sd lds, &c. so purchased shall be in trust for and for the bent of the sd (P) In Witness, &c.

In trust for purchaser.

To protect against

mesne

incumbrances.

Assignment to be in writing.

By inden

ture or deed poll. Assignee

bound by

Assignment of a Lease with an Assignment of Fixtures and Policy of Insurance. (General Precedent)

Obs. 1. By the 29 Car. II. c. 3, no lease, estate, or interest, either of freehold or for term of years, or any uncertain interest in land shall be assigned, unless by deed or note in writing, signed by the party or his agent legally authorized.

2. An assignment of a lease may be by indenture or deed poll; but where it is by indorsement, and no covenants are entered into by the assignee, a deed poll appears to be the proper form.

3. An assignee is bound under the words, subject to the rents and covenants on the lessee's part, to be paid, &c.' to indemnify

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