a purchaser or any other person on his behalf or by his direction,'
There are provisoes, which are irrelevant to this case. The ef
of the three clauses of the agreement above quoted is as follows
Clause 1 is a sale to the new company of merchandise, already in
existence and conventionally still in existence, belonging to the
company, for the fixed price of £54,121 10s. That is complete in
itself; and if nothing more were said, there would be a debt of
amount payable in cash, concurrently with delivery. But the two
succeeding clauses provide that the price is not to be paid in cash,
A further sum of £6,484 10s. is to be handed by the old company
to the new company, and that sum and the sum of £54,121 10s,
owing by the new company are together to be applied by the new
company to paying £1 per share on certain shares in that company,
to which, not the old company, but its members are to be entitled
as of right to claim. The two transactions are distinct. The
immediate importance of the second or share transaction is to show
that, as the shares are obviously to be issued at once and must be
paid for at once, the sum of £54,121 10s. must necessarily be at
once applicable, and, therefore, an instant debt. But that would
be impossible unless the proprietary interest in the merchandise -
were instantly transferred to the new company. This isin accordance
with what we understand to be the ordinary normal meaning of the
first clause. That clause, then, both from its primary meaning and
from its context, is one which brings the instrument within the
ambit of sec. 49 as a '
say that, when that agreement is read with a contemporaneous
agreement of sale of freehold land, leases, goodwill, trade marks,
&e., it should be construed as other than a "conveyance on
sale." But there are formidable objections to this argument. 'The
agreements are in fact distinct and independent. The parties have