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BBA LLB
Subject: Law of Contract-II
Paper Code: LLB 102
Unit-I: Indemnity, Guarantee and Agency
a. Distinction between Indemnity and Guarantee b. Right and Duties of Indemnifier and Discharge c. Rights and Duties of Bailor/Bailee, Lien, etc d. Definitions of Agent and Principal, Creation of Agency and its Termination
Unit-II: The Indian Partnership Act, 1932 a. Nature of Partnership Firm b. Rights /Duties of Partners inter se c. Incoming and Outgoing Partners, Position of Minor d. Dissolution and Consequences
Unit-III: The Sale of Goods Act, 1940 a. Definitions, Distinction between Sale and Agreement to Sale b. Conditions and Warranties c. Passing of Property d. Rights of Unpaid Seller and Remedies for Breach of Contract
Unit-IV: The Negotiable Instrument Act, 1881 a. Definition and Kinds of Negotiable Instruments b. Holder and Holder-in-Due Course c. Material Alterations and Crossing of Cheque, etc.
d. Dishonour of Negotiable Instruments
Unit-I: Indemnity, Guarantee and Agency
A. Indemnity and Guarantee
Indemnity Contract of Indemnity and Guarantee are special types of contract. The contract of indemnity means a compensation to be paid to the person who is victim of loss or any compensation to save him from the loss caused by different cause. A contract of Indemnity is a contract by which a person promises to other that he will indemnify that person from contingent loss. In the Contract of Indemnity, one party promises to save the other party from damage or loss caused to him by the conduct of the promisor or by the conduct of any third party. Indemnifier: The person who promises to indemnify the loss. Indemnified or Indemnity holder: The promise whose loss is indemnified.
Indian Contract Act, 1872 has defined the contract of Indemnity. According to the Section 124 of ICA, "A contract by which one party promises to save the other from the loss caused to him by the conduct of the promisor himself or by the conduct of any person is called a contract of Indemnity"
According to the English Law a contract of indemnity is ' a promise to save another harmless from loss caused as a result of a transaction entered into at the instance of the promisor." English Law in comparison to the Indian law is wider in relation to the definition of the term.
According to the Indian contract Act; The loss must be caused either by the conduct of the promisor or any other person and if loss is caused by accident there would not be contract of indemnity. But the According to English law seems wide than Indian law and also covers the loss caused by accident or natural causes etc.
Features of Contract of Indemnity:
- The contract is made for protecting the promise against anticipated or contingent loss.
- The liability of the indemnifier started as soon as the loss is occurred to the indemnified.
- Indemnification is made for actual loss.
- The event specified in the contract must be happen.
- The Indemnified himself responsible for the loss if the loss is caused by his own misconduct.
- Contract may be implied and expressed.
institutions, Commercial Banks, Development Banks, Finance Companies, Co-operatives are mostly relied on the contract of guarantee for the security of their issued loan.
Section 126 of the ICA A contract of guarantee is a contract to perform the promise to discharge the liability of a third person in case of his default.
A contract of guarantee is an agreement with the objective of enabling a person to get a loan or goods on credit or an employment.
If 'A" advances a loan of Rs. 5000/- to 'B' and 'C' promises to 'A' that if 'B' does not repay the loan, 'C' will do so. This is a contract of Guarantee.
There are triangular relationship between the parties are as follows; a. Between the creditor and debtor creating loan b. Between the surety and the creditor creating liability of surety in case of debtor's default and c. An implied contract between the surety and the debtor that the debtor will indemnify the surety the later has paid the creditor on the debtor's default. Thus the contract of guarantee is the tripartite nature.
a. Debtor
b. Surety
Creditor
Features of Contract of Guarantee
a. A tripartite agreement between creditor, surety and principal debtor. b. No misrepresentation or concealment of the facts regarding the contract. c. No direct consideration between the surety and the creditor. Consideration of the principal debtor is considered to be adequate for the surety. d. Primary liability is of the principal debtor and secondary liability is of the surety. e. The involvement of competent parties is a must along with the other essentials of a valid contract. f. As a conditional contract, liability of the surety arises only when the principal debtor (primarily liable) defaults. g. A contract relating to guarantee must be concluded in writing (In Nepal and England)
Distinctions between Indemnity and Guarantee
1.In indemnity a promisor is primarily and independently liable to the promise and therefore there are only two parties.In Guarantee the liability of the surety is only secondary. the primarily principal debtor is liable for the contract hence here the concurrence of three persons is essentials.
2.In the case of contract of indemnity it is not necessary for the indemnifier to act at the request
of the debtor.Whereas, in the case of a contract of guarantee it is necessary that the surety should give the guarantee at the request of the debtor.
3.In the case of Indemnity, the possibility or risk of any loss happening is the only contingency against which the indemnifier undertakes to indemnify.In the case of guarantee there is an existing debt or duty, the performance of which is guaranteed by the surety.
4.In the case of indemnity, the indemnifier can not sue third parties in his own name, unless there be assignment. He must bring the suit in the name of indemnifier.In contract of guarantee where the surety discharges the debt payable by the principal debtor to the creditor, the surety, on such payment, is entitled in law to proceed against the principal debtor in his own right.
5The person giving indemnity has some interest in the transaction apart from his indemnity.While the surety is totally unconnected with the contract except by means of his promise to pay on debtor's default. In fact, surety must not have any financial interest in the contract.
6.Rights of indemnity may arise out of express or implied contract or out of obligation imposed by laws e.g. as between principal and agent or master and servant.The liability of the surety arises only out of contract between him and the creditor. The surety undertakes an obligation at the express or implied request of the principal debtor.
Types of Guarantee
Fro the viewpoint of nature objective and the act, the guarantee may be classified as follows;
1. Absolute and conditional guarantee : An absolute guarantee is one by which the guarantor unconditionally promises to pay the debt, on the default of the principal debtor. But, if some contingency other than the default of the principal debtor arises then is a conditional guarantee. 2. General and special Guarantee The guarantee that can be accepted by the general public is a general guarantee and the one that can be accepted only by the particular person is special guarantee. 3. Limited and unlimited guarantee When a guarantee is limited there is a liability by time and amount that is limited, whereas if a guarantee is not limited there is a liability for the surety by time amount and transaction there is an unlimited guarantee. 4. Prospective and retrospective guarantee A guarantee that is given for future transactions that ay be one or more transactions is a prospective guarantee and if it is given for the past or existing transactions it is called a retrospective. 5. Specific and continuing guarantee · When a guarantee is extended to a single transaction or debt, it is called a specific guarantee. Such a guarantee comes to an end when the transaction stops or is duly discharged or the promise is duly performed.
such a case the surety is exonerated. c. Right to Share Reduction If there are more than one surety exists for the same principal debtor. If any default made by the principal, all the sureties have the rights to divide the default to the extent of their guarantee. d. Right to set off: Set off means to counter a claim. The surety is also entitled to the benefit of any set of or counter claim, which the principal debtor might possess against the creditor in respect of the same transaction. For example if the creditor owes the debtor something, or has his hand something belonging to the debtor for which the debtor could have counter claimed , the surety can also put that counter claim.
- Rights against principal debtor a. Right to subrogation When the surety has paid the guaranteed debt on the default of the principal debtor, he become the creditor and will be able to exercise as against the principal debtor all these rights and remedies which could be exercised by the creditor. b. Right to indemnity In every contract of guarantee there is an implied promise by the principal debtor to indemnify the surety and the surety is entitled to demand from the principal debtor whatever he has paid under the guarantee.
- Right against Co sureties a. Right to contribution Where a debt is guaranteed by more than one sureties, they are called co-sureties. In such a case all the co-sureties are liable to contribute towards the payment of the guaranteed debt as per the agreement among them. But in the absence of any such agreement if one of the co-securities is compelled to pay entire debt, he has a right to contribution from others.
C. Bailment and Pledge Contract
Meaning of Bailment
The term "bailment" is derived from a French word ' Baillier" which means to deliver or handing over. Bailment means delivery or hand over of goods for a certain period of time or purpose. Bailor- who deliver goods Bailee- To whom the goods is delivered. A bailment arises when one person ( the bailor) transfers possession of goods to another person (the bailee) on condition that the bailee will restore them to the bailor after the purpose for which they were delivered is accomplished.
According to Section 148 of the Indian Contract Act , " A bailment is the delivery of goods by one person to another for some purpose upon a contract that they shall, when the purpose is accomplished be returned or otherwise disposed off according to the direction of the person delivering them" From the above definition the bailment contract has following features:
- There must be actual or constructive delivery.
- The goods not immovable property
- by the owner called bailor
- to another person called bailee
- for a specific purpose
- on condition that the goods shall be returned either in their original or in an altered from or shall be disposed according to the direction of the bailor.
- The delivery of possession from a bailor to a bailee
- Possession without ownership. Thus bailment is a process where one person delivers movable goods to another person for some specific purpose or a specific period of time and after completion of the purpose or after expiry of the time, changed goods bailed should be returned or disposed or sold according to the instruction of the bailor. Some examples of Bailment
- A deposits goods in a cloakroom at railway station
- A is going out of house delivers a cow to B for care
- A lends B a horse for his riding
- A delivers animal to a doctor
- A delivers gold to goldsmith
Bailor, Bailee and lien
Rights of Bailor a. Right to demand return of goods b. Right to claim damages in case of negligence c. Right to claim compensation in case of unauthorized use d. Right to claim compensation in case of unauthorized mixture of goods which can not be separated e. Right to claim compensation in case of unauthorized retention of goods f. Right to claim the separation of goods in case of unauthorized mixture. g. Right to demand accretion of goods. h. Right to termination of bailment if the bailee uses the goods wrongfully. i. Right to return of goods at any time incase of gratuitous bailment.
Duties of Bailor a. To disclose defects in the goods (sec. 27) b. To take return of goods bailed (sec. 29.2) c. To repay necessary expenses in case of gratuitous bailment d. To pay any "extra ordinary" expenses in case of non-gratuitous bailment. e. To pay indemnity to bailee (sec. 30) f. To bear the risk of loss of goods g. To pay indemnity to the bailee in case of premature termination of gratuitous bailment.
Rights and duties of Bailee
General Lien: Section 171 provides that the general lien is a right to retain the goods of another as a security for a general balance of account.
According to section 171, bailees coming within the following categories have a general lien, in the absence of a contract to the contrary.
- Bankers
- Factors
- Wharfingers
- Attorneys of High Court.
- Policy Brokers
Pledge or Pawn Contract
· Generally the term pledge is the goods to be deposited as security to repay the debt (loan) or to perform the promise. · The word pawn is synonymous with the word pledge. · The pledge is a special kind of contract. It is also regarded as a branch of bailment. · The bailor is called the Pawnor and the bailee the pawnee. · In Nepali it is called Dhito or Dharaut. · In Nepalese context Pledge is also called Mortgage. Property denotes all types of property whether movable or immovable
Section 172 of the Indian Contract Act defines the term pledge as" the bailment of goods as security for payment of a debt or performance of a promise is called pledge"
Basic Features of Pledge Contract a. Two parties b. Pledge can be given only by real or true owner of the property c. Pledge can be both movable and immovable types of property d. In case of joint ownership, only own property can be pledged e. Property which are pledged can not be used by the pawnee f. Equal position of all the creditors in case the pawner pledged the goods more than a person one at a time. g. Return the surplus amount to the debtor after auction. h. Return the pledge Property.
Distinctions between Bailment and Pledge
- The scope of bailment is wide. All the pledges fall under bailment. The scope of pledge is limited one. Being a branch of bailment all bailment do not under pledge.
- In bailment goods are bailed for different purposes such as safe custody, repair, hire etc. In Pledge goods are pledged for a specific purpose such as to provide security of loan or promise.
- No security is required at the time of bailment Security is essential at the time of pledge
- Goods are bailed either on offer/request of bailor to the bailee or on offer/ request of bailee to the bailor. Goods are pledged only at request of the pledger to the pledge. 5.The bailor can use the goods bailed in accordance with the terms and conditions of the contract Generally the pledgee can not use the goods pledged but can use them if the pledger allows the pledgee to do so.
- The bailment may be both either gratuitous or non-gratuitous. In Pledge contract consideration is available to either party. It means the pledger has to pay interest to pledgee.
- Bailment incudes movable goods only The pledge includes both types of movable and immovable goods.
- In bailment no loan transaction exists In pledge loan transaction may exists.
- Bailee is not entitled to sell the goods bailed. He can retain them until he get remuneration. Pledgee can sell the goods pledged to recover his amount after giving notice to pledger in case of default by the pledger.
Rights and duties of Pawner & Pawnee
Rights of Pawner
- Right to receive back the goods pledged from the Pawnee
- Right to receive accretion to the goods pledged. (benefit, achievement and incensement)
- Right to claim compensation against the pledge for any losses he suffers due to negligently handling, mixture, and unauthorized use of goods etc.
- Right to receive a notice from the pawnee before sale or auction of the goods pledged.
- Right to sue the pawnee in the court to recover the goods in case sale or auction took place without notice.
- Right to have surplus or excess amount obtained by the sale or auction of the goods pledged.
- Right to redeem the goods pledged before sale or transferred by repaying the debt, interest, fine and other expenses. Duties of Pawner
- Pawner has the dutiy to disclose all the defects in the goods to be pledged.
- Pledger or pawnee has the duty to repay his loan, interest, expenses if any within or at the specified time.
- Pledger has to bear extra-ordinary expences for taking care of goods pldeged or has to bear additional liabilities due to default of repaying loan.
- Not to pledge the goods which is not belongs to him.
Rights of Pawnee or Pledgee
- Pledgee has right to retain the goods pledged until the pledger repay his debt, interest and other expenses if any.
a. Where the owner can not with reasonable diligence be found, b. Where the owner when found, refuses to pay the expenses incurred by him. c. Where the goods are of dangerous nature or in danger of losing the greater part of their value and d. Where the expenses incurred by the finder amount to 2/3 of the value.
Duties of Finder of Goods
- To take reasonable care of the goods found.
- Not to use the goods found for personal purpose.
- Not to mix with his own goods.
- To inform the police
- To find out the true owner
- To return the good.
D. Agency
1. Introduction · Modern business is becoming complex with the pace of time. · Due to the vast expansion and globalization of the modern business it is not possible for a person to carry on all the business transaction himself. · The changing circumstances require a businessman must necessarily depend on other for efficient running of the business. · In the general course of conducting business, to employ a merchant to distribute the goods, ask the brokers to buy shares and so on are common phenomenon. · In law; o Agent: A person who acts on behalf of other is called an agent. o Principal: The person on whose behalf an agent act is called the Principal. · The contract which creates relationship between the principal and the agent is called a contract of agency or agency. · Meaning
Agency is a legal relationship between two persons whereby a person delegates his authority to do some work on behalf of him to another person.According to Section 182 of the Indian Contract Act, "A contract of agency is a contract by which a person employs another person to do any act for himself or to represent him in dealings with third person." · The act of the agent binds his principal to third person. Similarly the act of the agent also gives right to third persons against the principal. · The Function of the agent is to bring his principal into contractual relationship with the third parties. Therefore, the agent is merely a contracting link between the principal and the third party. · The agent has the power to make the principal answerable to the third party for his conduct. There are Two Rules regarding agency;
a. With certain exceptions, whatever a man competent to contract may lawfully do himself he may do by another. b. The acts of the agent are the acts of the principal. In other words he who acts through an agent is himself acting.
Characteristics of Agency: a. Appointment of Agent on the wish of principal. b. Appointment may be either expressed or implied. c. The Principal delegates his authority to his agent d. The works of the agent binds the Principal to the third person. e. No need of consideration, it is internal matter of principal and agent. f. The Principal must be competent to contract but the agent may be incompetent to contract. g. Agency is based on good faith. It means the agent has to inform his principal all the information as he know and the agent must not set up adverse title.
Modes of Creation of Agency · The Contract of agency, like any other contract may be express or implied; but consideration is not an essential element in this contract. · Agency may also arise by estoppels, holding out, necessity or subsequent ratification by the principal of the act done by the agent. · The relationship of principal and agent may be created by statute. · There are numbers of modes of creation of agency;
1. Agency by expressed agreement: · The contract of agency, normally created by an expressed agreement with certain exception. · Agreement may be writing and registration and may be made orally or in the writing. · In fact in a large number of business dealings agencies are created by word of mouth. · The usual form of a written contract of agency is the Power of Attorney which gives him the authority to act as agency on behalf of the principal in accordance with the terms and conditions mentioned therein. · Power of Attorney may be different types; a. General Power of Attorney: The agent is authorized to do all dealings, i.e. to act generally in the business of agency. b. Special Power of Attorney: The agent is authorized to do a special transaction only i.e. selling land. c. Particular power of Attorney: The agent is authorized to do a single act e.g. to present a document before the Registrar of registration. 2. Agency by implied agreement: · Implied agency arises when there is no express agreement appointing a person as an agent. · It happens from the conduct, situation or relationship of the parties. · Partners, wives are usually regarded as agent by implications of their relationship. · Implied agency would therefore, include agency by estoppels, agency by holding out and agency of necessity.
Rights and Duties of Agent Rights of an Agent
- Right to receive remuneration and commission Where the services rendered by the agent were not voluntary or gratuitous, the agent is entitled to receive the agreed remuneration and commission.
- Right to lien According to Sec. 221 of the Indian Contract Act, an agent has the right to retain goods, papers and other property whether movable or immovable of the principal received by him until the amount due to himself for commission, disbursement and services in respect of the same has been paid.
- Right to stoppage goods in transit An agent has right to stop the goods where they are subscribed by him. This right is acquired by the agent in two cases; a. Where he has purchased goods for his principal either with his own money or by incurring a personal liability for the price. (he stands towards the principal in the position of an unpaid seller) b. Where the principal has become insolvent.
- Right to indemnify against consequence of lawful acts An agent has right to claim indemnity for any losses suffered by him in spite of all lawful acts done in exercise of his authority. But if the loses suffered by his unlawful and criminal acts are not covered under it.
- Right to indemnify against the consequences of acts done in good faith When acting according to the instruction of the principal, any injury to the agent is to be recovered by the principal as a result of such act.
- Right to reasonable compensation in case of undue removal from the agency
Duties of an Agent
- To carry out the work undertaken according to instructions and within the scope of authority conferred upon him by the principal.
- To follow the custom prevailing in the same kind of business if the principal has not given any express instructions.
- To carry out the works with reasonable care, skill and diligence.
- To communicate with the principal in case of difficulty and get his instructions.
- Not to make any profit of his agency other than his agreed or reasonable remuneration.
- To keep true and correct account of all his transactions and to be always ready to produce them to his principal.
- Not to deal on his own account and must not become a principal to the transaction against his principal.
- Not to set up any adverse title.
- Not to use information obtained in the course of the agency against the principal.
- Not to delegate authority to another person but perform the work himself.
Rights and Duties of Principal Rights:
- Right to revoke or discharge the agency if the agent commit fraud or uses excess authority or deceives him.
- Right to instruct the agent in respect of working procedures.
- Right to claim compensation from agent if he does any work beyond the authority provided by principal or works negligently or carelessly.
- Right to demand secret profit if the agent earned any profit concealing from principal.
- Right to receive account of the transaction.
- Right to reject any transactions done by the agents without having authority from the principal.
Duties:
- To pay remuneration or commission as mentioned in the contract and if not mentioned in the contract reasonable remuneration or commission should be paid to the agent.
- To reimburse or repay amount spent by the agent in the course of agency.
- To provide indemnity to his agent against the consequences of lawful acts and against the consequences of the acts with good faith of the agent.
- To provide the notice to the agent if any information he got from the third party.
- Not to terminate the agency wrongfully.
- To give reasonable compensation in case he removes the agent unduly without prior notice.
- To be responsible for any loss or damage caused by the agent while executing the agency contract.
Delegation of Authority · An agency is a delegation of authority of the principal. · Delegation of authority means to give authority for conduct certain work to another person from a responsible person. · Generally a delegated power or authority can not be delegated. · It is based on the Latin Maxim "Delegatus nonpotest delegare" which means a delegate can not further delegate. · An agent being himself a delegate of his principal can not pass on that delegated authority to someone else. · Generally this is because of the confidence in a particular person is at the root of the contract of agency. And · An agent usually selected in reliance upon some personal qualification so it would be unfair if the agent delegate to other and also harm to the principal. · The main cause behind the birth of this principal is that the principal can trust the agent appointed by him much than the agent appointed by his agent. · Section 190 of the Indian Contract Act has also adopted this principal. According to it "an agent can not lawfully employ another to perform acts which he has expressly or impliedly undertaken to perform personally." · But there are some exceptions of this rule where the agent also can delegate his authority to any other person by appointing sub agent. Exception of the General Rule:
- Where the principal has expressly permitted delegation of such power.
- Where the custom of the trade permits delegation
- Where the principal knows that the agent intends to delegate his authority
x. Completion of job
xi. Illegal contract
xii. Termination of authority (giving up the authority by the agent through reasonable
means)
xiii. Expiry of period (201-211)
Unit-II: The Indian Partnership Act, 1932
A. Nature of partnership Firm;
Definition of partnership the first part of section 4 of the Indian partnership act, 1932 defines partnership as follows:— "partnership" is the relation between persons who have agreed to share the profits of a business carried on by all or any of them acting for all. the second part of section 4 states that "persons who have entered into partnership with one another are called individually "partners" and collectively "a firm", and the name under which their business is carried on is called the "firm name". "partnership" has not been found easy to define. eminent jurists and the definition of partnership adopted in section 4 of the indian partnership act. 1932 is that suggested by pollock with only a slight change. it brings out very clearly the fundamental principle of mutual agency, e.g., the partners, when carrying on the business of the firm, are agents as well as principals. thus it is probably the most business-like definition of the term "partnership." it also suggests that partnership is not an agreement itself or an association of persons but is the relation arising out of an agreement. partnership is the relation —partnership is regarded differently by different persons either a contract between persons or an association of persons or as a combination of capital, labour or skill by two or more persons or as a relation between persons. it cannot be regarded as a contract between persons because partnership arises out of contract and it is not the contract itself. although association is the result of partnership it .is better to use the word relation because association denotes many other forms of unions and combinations of persons. as said earlier it is not necessarily combination of capital, labour or skill or some or all of them because every partner need not contribute capital, labour or skill or some or all of them. therefore, partnership is the relation arising out of contract and not the contract itself. Essentials of partnership an analysis of the definition gives the following essentials of partnership:
- there must be two or more persons as principals carrying on a business.
- partnership is the result of an agreement.
- it is organized to carry on a business.
- the persons agree to share the profits of the business.
- the business is carried on by all or any one of them acting for all these essentials are discussed below: 1. two or more persons partnership is the relation between persons who have agreed to share the profits of a business carried on by all or any of them acting for all. thus for a partnership to exist there must be two or more persons as principals carrying on the business. if abusiness is carried on by several individuals on behalf of a single person, there will be no partnership, but if it is run by one person (or more) on behalf of himself and others there may be a partnership. thus a sleeping or dormant partner may be carrying on a business for the purposes of the act. a contract of partnership may be entered into by every person who is competent to contract. a person ordinarily enters into a contract of partnership in his individual capacity. but sometimes he may be a karta of a joint hindu family. but where two kartas of two joint hindu families enter into a contract of partnership it will be a partnership between two kartas each being counted as one person, and other members of the family do not ipso facto become partners. the word 'persons' includes artificial as well as natural persons and there may thus be a partnership between a company and individual or between two or more companies. a partnership firm is not recognized as a separate legal entity therefore, where a firm enters into a contract of partnership with another firm or individual, all the members of the firms or firm become partners in their individual capacity. thus there must be at least two per sons, natural or artificial competent to contract acting as principals for the existence of partnership. section 11 of the companies act, 1956 provides that the maximum number of persons who can enter into a contract of partnership in the case of banking business is ten, and for any other business twenty. any partnership formed in contravention of this section will be treated as illegal association. the section does not apply to joint hindu family as such carrying on a business and where a business is carried on by two or more joint hindu families, minor members shall be excluded in computing the number of persons. there can be a valid contract of partnership even though one of the partners is a benamidar of or represents some other person or persons. 2. agreement the definition of the partnership stresses that 'partnership is the relation between persons who have agreed. ......" therefore, there must be an agreement entered by two or more persons to share the profits of a business. this element relates to the voluntary contractual nature of partnership. the partnership is not created by status. the term "agreement" will have to be taken in the sense in which it is defined in section 2 of the contract act. it must satisfy the requirements of a valid contract as stated in section 10 of the contract act. the agreement may be either express or implied. an express agreement means an agreement which is made by means of words, written or spoken, and an implied agreement means one which is inferred from the conduct of the parties. further the agreement must be of voluntary nature. thus a partnership may be created by means of an express agreement. if the agreement is in writing the instrument is called the partnership deed. writing is advantages, but it is not compulsory. an oral agreement to form a partnership is as valid as a written one. the existence of partnership can be inferred from the conduct of the parties involved. on the death of the sons the business came to the hands of their descendents and one of them
