Ch. Ap. 158), whether the mere power of issuing debentures would authorise the directors to bind the company by a contract of this kind; but assuming the power to exist, such a contract will be effectual, whether the debenture has the operation of a promissory note or not: see Re General Estates Company, ubi sup., where a debenture in the form of an undertaking to pay "to the order” of the creditor was held to preclude the company from setting up equities against the holder; and debentures payable to the creditor "or bearer,” which were expressly recognised in the articles of association, were held to be sufficient for this purpose (Re Blakely Ordnance Company, L. R. 3 Ch. Ap. 159); but where the effect of the contract was to be inferred from the debenture alone, an agreement to pay to the creditor "or the holder for the time being" was held not to exclude equities (Re Natal Investment Company, ubi sup.; Re Nowgong Tea Company, Weekly N. 1868, 56; and see Aslatt v. Farquharson, 10 W. R. 458). PRECEDENT XLIII. MORTGAGE DEBENTURE OF A COMPANY. tion of debentures under Debentures of railway and other companies governed by the Companies Clauses Act cannot be made payable to bearer, since that Act (s. 46) requires the transfer to be by deed; but although the interest is likewise transferable by deed only (s. 49), there seems to be no practical objection to annexing coupons for the interest in this as well as in other cases (see a form of such a debenture in Bowen v. Brecon Railway Company, L. R. 3 Eq. 541). A debenture which comprises the chattels of the company must As to registrabe registered under the Bills of Sale Acts as against execution creditors; but registration is not necessary as against the liquidator under a winding-up (Re Marine Mansions Company, L. R. 4 Eq. 601). As to the particulars to be inserted in the affidavit, see Shears v. Jacob, L. R. 1 C. P. 513; Deffell v. White, L. R. 2 C. P. 144; and see also as to the Bills of Sale Acts, supra, pp. 700 et seq. A debenture is chargeable with the ordinary ad valorem stamp Stamps on duty as a bond or mortgage, as to which, see pp. 805 et seq., debentures supra; but see 16 & 17 Vict. c. 59, s. 14, rendering a debenture stamped with quadruple duty assignable without any further stamp duty. The coupons for the interest, being mere tokens, require no stamp (Enthoven v. Hoyle, 13 C. B. 373). As to the transfer of debentures, see p. 1202, note (a), supra. Bills of Sale PRECEDENT DEBENTURE SECURED BY TRUST DEED. XLIV. DEBENTURE of a LIMITED COMPANY forming part of a DEBENTURE DEBT secured by a TRUST DEED (a). The Hotel Company, Limited. Debenture for £, bearing interest at per cent. per annum, payable on the and the coupons annexed. day according to the Part of a charge of £, bearing interest at the like rate, created by the above-mentioned company, and secured by Indenture dated the day of and made between &c. [parties], by which the property of the company is vested in trustees upon trusts for securing the said sum of £- and interest. The above-mentioned principal sum of £—— [the sum secured by the debenture], to be payable on the Bank, Limited. day of at the The said Hotel Company, in consideration of advanced to them by that the said of, acknowledge is entitled to the sum of £—, part of the said charge of £: And the said company covenant to pay to the said his executors, administrators, or assigns, £-- and interest at the abovementioned rate thereon at the times above-mentioned respectively. Given under the common seal of the said company this day of 18-. (a) See the last Precedent and the note thereto, and the next Precedent of a trust deed for securing the debenture debt of which this debenture forms part. XLV. TRUST-DEED for SECURING the DEBENTURE DEBT of a LIMITED COMPANY (a). PRECEDENT TRUST DEED FOR 1. Parties. to issue debentures. THIS INDENTURE, made &c., BETWEEN the Hotel Company (Limited), (hereinafter called the company), of the one part; and A. B., of &c., C. D., of &c., and E. F., of &c. [trustees], of the other part: [Recitals 2. Recitals showing the title of the company to the hotel, and furniture and effects therein-Recital of the powers vested in the board of directors by the articles of association, and a special resolution, for borrowing money on mortgage and otherwise]: AND WHEREAS, in pursuance of the said 3. Intention powers, the directors of the company have determined. to raise the sum of £- by the issue of debentures for that amount bearing interest at the rate of per cent. per annum, and to further secure the payment of the principal and interest for the time being payable on such debentures, and on any debentures which may be issued to replace such of the said debentures as may hereafter fall due in manner hereinafter appearing: NOW THIS 4. Witnesseth. INDENTURE WITNESSETH, that, for effectuating the said intention, and in consideration of the premises, the company do hereby grant and assign unto the said A. B., C. D., and E. F., their heirs, executors, administrators, and assigns respectively: ALL those parcels of 5. Parcels. land, &c. [Parcels], and also the said hotel, offices, and other buildings connected therewith, erected on the said (a) As to the mortgaging powers of limited companies, and the frame and operation of debentures issued by them, see the note to Precedent XLIII.; and as to trust deeds, such as that in the text, see p. 1224. The deed, as it comprises chattels, should be registered as a bill of sale. PRECEDENT TRUST DEED FOR SECURING DEBENTURES. 6. Habendum to trustees, 7. Upon trusts. 8. To permit company to retain posses. sion until default in payment of principal or interest of debentures. 9. -and in case of default upon request of any debenture holder to take possession. parcels of land [General words]: AND also all and singular the furniture, plate, linen, china, and effects which now are or hereafter may be brought in or upon the said hotel and premises [All the Estate Clause]: To HAVE AND TO HOLD the said parcels of land, hotel, hereditaments, furniture, and effects, and all other the premises hereinbefore expressed to be hereby granted and assigned respectively unto and to the use of the said A. B., C. D., and E. F., their heirs, executors, administrators, and assigns respectively, but upon and for the trusts and purposes hereinafter expressed of and concerning the same: AND IT IS HEREBY DECLARED, that the said A. B., C. D., and E. F., their heirs, executors, administrators, and assigns, shall stand seised and possessed of the said parcels of land, hotel, hereditaments, furniture, effects, and premises hereinbefore expressed to be hereby granted and assigned respectively, upon and for the trusts and purposes following, that is to say: UPON TRUST that they the said A. B., C. D., and E. F., and the survivors and survivor of them, and the heirs, executors, or adminis trators of such survivor, their or his assigns (hereinafter called the trustees or trustee), shall permit the company and their assigns to hold and enjoy all the said premises herein before expressed to be hereby granted and assigned respectively, and to carry on the business of an hotel and tavern therein and therewith, until some default shall be made in payment of some principal monies secured by the debentures of the company or in the payment of some interest on the debentures of the company for the period of three calendar months after such principal monies or interest respectively shall become due according to the terms of the debentures: AND from and after such default as aforesaid upon trust subject to the proviso hereinafter contained, that the trustees or trustee shall, upon the request in writing of any holder of a debenture or debentures of the company, whose principal or interest money shall be so in arrear, but without any further consent on the part of the company or their assigns, enter upon and take possession of the said hotel, PRECEDENT XLV. TRUST DEED FOR SECURING DEBENTURES. 10. And upon to sell. 11. Proviso that trustees shall not enter or sell without three months' notice to directors. furniture, effects, and premises hereinbefore expressed to be hereby granted and assigned respectively: AND shall, upon the like request, sell and dispose of the same premises, or any part or parts thereof respectively, either together or in parcels, and either by public auction or private contract, with full power upon any such sale the like request to make any stipulations as to title, or evidence of title, or otherwise, which the trustees or trustee shall deem proper, and also with full power to buy in, or rescind, or vary any contract for sale of the said premises or any part thereof, and to resell the same without being responsible for any loss which may be occasioned thereby, and for the purposes aforesaid or any of them, to make, execute, and do all such agreements, assurances, and things, as they or he shall think fit: PROVIDED ALWAYS, and it is hereby declared, that on receiving any such request as aforesaid to make entry or sale the trustees or trustee shall give written notice thereof to the directors of the company through their secretary, and shall not enter or sell in pursuance of such request if the directors shall prove to the trustees or trustee payment of the principal and interest so in arrear within three calendar months next after such notice shall have been given to them: PROVIDED ALSO, and it is hereby further declared, 114. Clause for that upon any sale purporting to be made in pursuance purchasers. of the aforesaid power or trust in that behalf, the purchaser or purchasers shall not be bound to see or inquire whether any such notice as last aforesaid has been given, or whether any such request as aforesaid to make entry and sale has been made by any of the debenture holders, or whether any default has been made by the company in payment of any principal monies or interest secured by any of the debentures of the company, &c. [Remainder of clause for protection of purchasers, supra, p. 863.] AND IT IS 12. Trusts of HEREBY FURTHER DECLARED, that the trustees or trustee monies to arise shall hold the monies which shall arise from any sale made in pursuance of the aforesaid trust in that behalf: UPON 13. To pay TRUST that they or he shall in the first place, by or out costs. of the same, reimburse themselves or himself, or pay or protection of from sale. |