No. 336. Clause continuing partnership among surviving partners." That, if one of the parties shall die, during the term of the partnership, the survivors shall, upon the terms and conditions hereinbefore set forth, continue as partners for the remainder of the term fixed for the duration of the partnership. No. 337. Clause continuing partnership with personal representative of deceased partner. Should either partner die, during the term of the partnership, such partnership shall not be deemed dissolved thereupon, but the personal representative of the partner so dying shall immediately succeed to his interest in the partnership, and shall stand in his place with respect to said deceased partner's share and profits in the business of the partnership, during the remainder of the term of the partnership hereby formed, and such personal representative shall have the same rights and powers, and shall be subject to the same duties and liabilities, as the deceased partner would have possessed and would have been subject to, but for his death. No. 338. Clause providing one party shall contribute sums in excess of his contribution to the partnership, upon written request of the other party." That the First Party shall contribute to the capital of the partnership the sum of ten thousand ($10,000) dollars, and shall, from time to time, contribute to the capital thereof such additional sums of money, not in excess of the aggregate sum of five thousand ($5,000) dollars, as the Second Party, in writing, may request; and the First Party shall receive interest, at the rate of six (6%) per cent per annum, upon all sums so contributed by him in excess of the aforementioned sum of ten thousand ($10,000) dollars. Cf. Collender v. Phelan (1880), 79 N. Y. 366. Cf. Insley v. Shire (1895), 54 Kan. 793, 39 Pac. 713, 45 Am. St. Rep. 308; Wild v. Davenport (1886), 48 N. J. L. 129, 7 Atl. 295, 57 Am. Rep. 552. 1 Cf. Tutt v. Land (1873), 50 Ga. 339. No. 339. Clause providing for increase of capital of partnership, upon written request of majority. That, if a majority of the parties shall signify in writing to the other party, or parties, their desire to increase the capital of the partnership, then, and in such event, each party shall, within one week after the said notice shall have been served upon all of the parties, contribute to the capital of the partnership the same proportion of the increase in capital that he contributed to the capital of the partnership, at its commencement. No. 340. Clause providing for distribution of securities, upon dissolution of partnership." That all shares of stock, or other securities, belonging to the partnership shall, upon the dissolution of the partnership, be distributed among the partners in kind, in proportion to their respective interests in the copartnership; and sufficient of such stock, or other securities, shall be sold, to avoid fractional interest in shares, or other securities, and the proceeds realized from any such sale, shall be distributed ratably among the partners. Of. Livingston v. Lynch (1820), 4 Johns. Ch. (N.Y.) 573. Adapted from Smith v. Jamison (1915), 170 App. Div. 78, 157 N. Y. Supp. 507. CHAPTER XVIII PLEDGOR AND PLEDGEE No. 341-Agreement to loan money, whereunder borrower pledges life insurance policy as collateral security. No. 342-Agreement of syndicate managers, pledging with trust company, as depositary, securities as collateral for their collateral trust note. No. 343-Agreement whereunder borrower, as security for loans, pledges with lender shares of stock which have already been pledged with others, who join in the agreement, to enable the lender, at his election, to discharge their claims, and to become subrogated to their rights, upon certain conditions. No. 344-Agreement whereunder note is deposited with trust company, as collateral security for certificates of partici pation in the note. No. 345-Assignment of account receivable as collateral security. No. 346-Assignment of chattel mortgage as collateral security. No. 347-Assignment of ground rents as collateral security for loan. No. 348-Assignment of life insurance policy as collateral security. No. 349-Assignment of moneys due under construction contract as collateral security. No. 350-Assignment of mortgage as collateral security. No. 311. Agreement to loan money, whereunder borrower pledges life insurance policy as collateral security.1 AGREEMENT, made January 5, 1923, between John Doe, residing at No. 112 Broadway, Borough of Manhattan, New York City (herein called the "First Party"), and Richard Roe, residing at 1 Adapted from Gould v. Fleitmann (1920), 230 N. Y. 569, 130 N. E. 897. No. 371⁄2 Broadway, Borough of Manhattan, New York City (herein called the "Second Party"), WHEREIN IT IS MUTUALLY AGREED, AS FOLLOWS: 1. That the First Party agrees to loan to the Second Party, and the Second Party hereby borrows and acknowledges having received from the First Party, the sum of five thousand ($5,000) dollars. 2. That the Second Party shall repay the amount of said loan, with interest, at the rate of six (6%) per cent per annum, to the First Party at his office, No. 120 Broadway, Borough of Manhattan, New York City, on December 29, 1923. 3. (a) That the Second Party hereby assigns, transfers and sets over to the First Party all of his right, title and interest, including the right to exercise any and all options and privileges, in policy No. B300, on the life of the Second Party, issued by the Doe Life Assurance Society of the United States, together with all moneys that may be payable under the same, as collateral security for the repayment of the said loan. (b) That, in the event of a default in the payment of said loan, on the date hereinbefore mentioned, the First Party is hereby fully authorized and empowered, without notice to, and without demand for payment by, the Second Party, to cancel said policy and to apply the cash surrender value of such cancellation to the payment of said loan, and any unpaid interest; and, upon the maturity of said policy, either by death, or by lapse of time, the First Party is hereby authorized and empowered to exercise any right, or option, and accept and extend any privilege, or other benefit, held, possessed, or enjoyed, by the Second Party, under the terms and conditions of the said policy, including the right to commute any amount due in installments, whether provided for in the policy, or not; provided, however, that should the surrender value of said policy exceed the amount of said loan and the interest thereon, then, and in that case, the excess value thereof, above the loan and interest, shall be due and payable, upon demand, to the legal owner, or owners of the policy. IN WITNESS WHEREOF, the parties hereto have hereunto set their hands and seals, the day and year first above written. John Doe (L.S.). In the presence of John Jones. Richard Roe (L.S.). No. 342. Agreement of syndicate managers, pledging with trust company, as depositary, securities as collateral for their collateral trust note.2 THIS INDENTURE, made this 2nd day of March, 1923, between John Doe, residing at No. 111⁄2 Broadway, Borough of Manhattan, New York City, and Richard Roe, residing at No. 372 Broadway, Borough of Manhattan, New York City (herein called the "Borrowers"), parties of the first part, and Koe Trust Company of New York, a corporation, duly organized under the laws of the State of New York, and having its principal office at No. 22 William Street, Borough of Manhattan, New York City (herein called the "Trustee"), party of the second part, WITNESSETH: WHEREAS, a syndicate has been formed, pursuant to an agreement (herein called the "subscription agreement"), bearing date the 1st day of September, 1922, by the parties of the first part hereto, therein called "Syndicate Managers," as parties of the first part, and the several persons whose names are thereto subscribed, therein and herein called "subscribers," as parties of the second part, for the purpose of acquiring eight hundred thousand ($800, 000) dollars par value of the capital stock, or the voting trust certificates representing the same, of the Smith Syndicate, a corporation, organized under the laws of the State of New Jersey, which has an authorized capital stock of one million ($1,000,000) dollars, divided into ten thousand (10,000) shares of the par value of one hundred ($100) dollars each, a copy of which agreement is hereto annexed and marked "Exhibit A"; and WHEREAS, in and by said subscription agreement, the subscribers transferred to the Borrowers, and the Borrowers now own and hold, two thousand (2,000) shares of the capital stock of said Smith Syndicate, all of which, or voting trust certificates representing the same, are pledged, as hereinafter provided, to secure the obligations issued hereunder; and WHEREAS, in and by a certain agreement, bearing date the 30th day of September, 1922, made by and between said Smith Syndicate and the Borrowers, therein referred to as the "Syndicate Managers," the Borrowers acquired, by subscription, the remaining 2 Adapted from Wing v. Smith (1919), 225 N. Y. 657, 121 N. E. 899. |