215 F. 633 (N.D.Ill. 1914), 50, Chase & Baker Co. v. National Trust & Credit Co.
|Citation:||215 F. 633|
|Party Name:||CHASE & BAKER CO. v. NATIONAL TRUST & CREDIT CO.|
|Case Date:||June 26, 1914|
|Court:||United States District Courts, 7th Circuit, Northern District of Illinois|
The following is a copy of the contract in question:
This agreement made this . . . day of . . . 19 . . ., at Chicago, Ill., by and between . . . of . . . hereinafter called First Party and the National Trust & Credit Company, Chicago, hereinafter called Second Party, witnesseth: That, for one dollar ($1.00) and other good and valuable considerations, each to the other paid, receipt whereof is hereby acknowledged, the parties hereto have agreed and do hereby agree as follows:
First. That said Second Party shall buy from said First Party all acceptable accounts, tendered to it by said First Party (it being understood that there is nothing in this Contract that can be construed to obligate the First Party to sell accounts to Second Party unless it desires so to do), and pay therefor the face value thereof, less the following discounts:
One per cent. on Accounts that are paid within . . . fifteen days;
Two per cent. on Accounts that are paid within . . . thirty days;
Three per cent. on Accounts that are paid within . . . sixty days;
Four per cent. on Accounts that are paid within . . . ninety days;
Five per cent. on Accounts that are paid within . . . one hundred and twenty days;
Six per cent. on Accounts that are paid within . . . one hundred and fifty days;
Seven per cent. on Accounts that are paid within . . . one hundred and eighty days; subject, however, to the terms of this and any subsequent written agreements executed by the parties hereto; that the Second Party shall pay:
Seventy-eight per cent. on . . . thirty day Accounts;
Seventy-seven per cent. on . . . sixty day Accounts;
Seventy-six per cent. on . . . ninety day Accounts;
Seventy-five per cent. on . . . one hundred and twenty day Accounts;
Seventy-four per cent. on . . . one hundred and fifty day Accounts; Seventy-three per cent. on . . . one hundred and eighty day Accounts; upon delivery and acceptance of such accounts. The remainder, less discount and deductions taken by the debtor, and exchange on checks, etc., charged by Chicago banks, shall be paid immediately after the collection of the account by the Second Party; but no payment shall be made while any of said accounts are in default.
Second. The First Party shall assign and deliver to said Second Party all accounts purchased, including the right of stoppage in transitu and title to the merchandise named in the accounts, subject only to the rights of the purchaser therein.
Third. That the First Party shall act as the Second Party's agent, without compensation or cost, to collect, and receive in trust for said Second Party and to transmit and deliver, on the day of the receipt thereof, the original checks, drafts, notes and other remittances received by said First Party in payment of or to apply on accounts sold pursuant to this agreement but in no event shall said trust funds be commingled with the funds of said First Party; that the First Party shall cause such attention to be given to the collection of said accounts as the Second Partly may require; that the Second Party has the right to terminate this agency at any time for failure of the First Party to comply with the terms of this agreement.
Fourth. Said First Party hereby guarantees the payment to the Second Party or its assigns of all accounts purchased hereunder according to the terms thereof, and agrees that, within five days after receipt of written request so to do, the First Party shall repurchase, at their face value, all accounts in default or against insolvent debtors and make payment therefor to said Second Party at its office in Chicago, Ill. Immediately after the purchase of every account hereunder, said First Party shall make upon its books an entry showing the sale of said accounts to said Second Party, and said Second Party is hereby given the right and privilege of auditing the books and accounts, and of inspecting the records of said First Party, including all correspondence relating to said accounts, at any time that it may see fit so to do.
Fifth. Said First Party hereby appoints Melville N. Rothschild and John L. Little and each of them, attorney in fact, with power of substitution, to endorse the name of said First Party upon all notes, checks, and other forms of exchange received in payment on said accounts and to endorse all bills of lading and shipping receipts relating to said accounts.
Sixth. That said Second Party in making purchase of accounts hereunder relies upon the guarantees and covenants of said First Party herein contained and upon the written representations made to it by said First Party as to the financial responsibility of said First Party; that said written representation heretofore made and that may hereafter be made are for the purpose of establishing the credit of said First Party with said Second Party so that sale of accounts may be made hereunder.
Seventh. That said First Party shall execute and deliver to said Second Party or its assigns, any document necessary or proper to carry into effect this contract and should said Second Party employ counsel or cause legal action to be instituted to enforce the payment of any of said accounts, or any part thereof, then and in either case, said First Party shall immediately pay to said Second Party or its assigns, all court costs, expenses, attorney's and stenographer's fees which may be by it expended in such proceedings:
In witness whereof the said First Party has hereunto set its hand and seal, and said Second Party has caused these presents to be executed by its President and Secretary, and its corporate seal to be hereto attached.
. . . (Seal.)
Attest . . .
. . . (Seal.)
National Trust & Credit Company,
Attest . . .
By . . .
Guarantee and Waiver.
For One Dollar ($1.00), and other good and valuable consideration, receipt whereof from the National Trust & Credit Company is hereby acknowledged, we, and each of us, hereby guarantee to the said National Trust & Credit Company and its assigns, the full, prompt and faithful performance of the foregoing contract, and every provision and condition thereof by . . ., and we, and each of us, hereby waive notice of any breach of...
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