Legal Forms for Starting & Running a

Small Business 10th Edition Fred S.

Steingold
Visit to download the full and correct content document:
https://textbookfull.com/product/legal-forms-for-starting-running-a-small-business-10th
-edition-fred-s-steingold/
More products digital (pdf, epub, mobi) instant
download maybe you interests ...

Legal Guide for Starting Running a Small Business 15th

Edition Fred S. Steingold

https://textbookfull.com/product/legal-guide-for-starting-
running-a-small-business-15th-edition-fred-s-steingold/

Starting and Running a Small Business For Canadians For

Dummies 6 Books All-in-One 2nd Edition Andrew Dagys

https://textbookfull.com/product/starting-and-running-a-small-
business-for-canadians-for-dummies-6-books-all-in-one-2nd-
edition-andrew-dagys/

Starting and running a marijuana business First

American Edition Goldsberry

https://textbookfull.com/product/starting-and-running-a-
marijuana-business-first-american-edition-goldsberry/

Starting & Running a Food Truck Business: Everything

You Need to Succeed With Your Kitchen on Wheels Alan
Philips

https://textbookfull.com/product/starting-running-a-food-truck-
business-everything-you-need-to-succeed-with-your-kitchen-on-
wheels-alan-philips/
The Legal Environment of Business 10th Edition Frank B.
Cross

https://textbookfull.com/product/the-legal-environment-of-
business-10th-edition-frank-b-cross/

The Small Business Start-Up Kit: A Step-By-Step Legal

Guide 11th Edition Peri Pakroo

https://textbookfull.com/product/the-small-business-start-up-kit-
a-step-by-step-legal-guide-11th-edition-peri-pakroo/

Starting an Online Business All in One For Dummies

Baker

https://textbookfull.com/product/starting-an-online-business-all-
in-one-for-dummies-baker/

Running a Successful Photography Business 1st Edition

Lisa Pritchard

https://textbookfull.com/product/running-a-successful-
photography-business-1st-edition-lisa-pritchard/

Building Services Handbook: 10th edition Fred Hall &

Roger Greeno

https://textbookfull.com/product/building-services-handbook-10th-
edition-fred-hall-roger-greeno/
 “Nolo is always there in a jam as the nation’s premier
publisher of do-it-yourself legal books.”
NEWSWEEK
With
Downloadable
FORMS
10TH EDITION

Legal Forms
for Starting & Running a

Small Business
65 Essential Agreements,
Contracts, Leases & Letters

Attorney Fred S. Steingold, author of the bestselling,

Legal Guide for Starting & Running a Small Business

Free Legal Updates at Nolo.com

This Book Comes With Lots of
FREE Online Resources
Nolo’s award-winning website has a page
dedicated just to this book. Here you can:
And that’s not all.
Nolo.com contains
KEEP UP TO DATE. When there are important
thousands of articles
changes to the information in this book, we’ll
on everyday legal and
post updates.
business issues, plus
GET DISCOUNTS ON NOLO PRODUCTS. Get a plain-English law
discounts on hundreds of books, forms, and dictionary, all written by
software.
Nolo experts and available
READ BLOGS. Get the latest info from Nolo for free. You’ll also find
authors’ blogs. more useful books,
software, online apps,
LISTEN TO PODCASTS. Listen to authors
downloadable forms,
discuss timely issues on topics that interest you.
plus a lawyer directory.
WATCH VIDEOS. Get a quick introduction to a
legal topic with our short videos.

With
Downloadable
FORMS

Get forms and more at

LAW for ALL www.nolo.com/back-of-book/RUNSF.html
 The Trusted Name
(but don’t take our word for it)

“ In Nolo you can trust.”

THE NEW YORK TIMES

“ Nolo is always there in a jam as the nation’s premier publisher

of do-it-yourself legal books.”
NEWSWEEK

“ Nolo publications …guide people simply through the how,

when, where and why of the law.”
THE WASHINGTON POST

“ [Nolo’s] …material is developed by experienced attorneys who

have a knack for making complicated material accessible.”
LIBRARY JOURNAL

“ When it comes to self-help legal stuff, nobody does a better job

than Nolo…”
USA TODAY

“ The most prominent U.S. publisher of self-help legal aids.”

TIME MAGAZINE

“ Nolo is a pioneer in both consumer and business self-help

books and software.”
LOS ANGELES TIMES
 10th Edition

Legal Forms for

Starting & Running
a Small Business

Attorney Fred S. Steingold

LAW for ALL

TENTH EDITION MARCH 2018
Editor BETSY SIMMONS HANNIBAL
Cover Design SUSAN PUTNEY
Production SUSAN PUTNEY
Proofreading IRENE BARNARD
Index UNGER INDEXING
Printing BANG PRINTING

ISSN: 2164-3946 (print)

ISSN: 2332-7030 (online)
ISBN: 978-1-4133-2486-0 (pbk)
ISBN: 978-1-4133-2487-7 (epub ebook)

This book covers only United States law, unless it specifically states otherwise.

Copyright © 1995, 1996, 1998, 1999, 2001, 2004, 2006, 2008, 2010, 2012, 2013,
2014, 2015, 2016, and 2018 by Nolo. All rights reserved. The NOLO trademark is
registered in the U.S. Patent and Trademark Office. Printed in the U.S.A.
No part of this publication may be reproduced, stored in a retrieval system, or
transmitted in any form or by any means, electronic, mechanical, photocopying,
recording, or otherwise without prior written permission. Reproduction prohibitions
do not apply to the forms contained in this product when reproduced for personal
use. For information on bulk purchases or corporate premium sales, please contact
the Special Sales Department. Call 800-955-4775 or write to Nolo, 950 Parker
Street, Berkeley, California 94710.

Please note
We believe accurate, plain-English legal information should help you solve many of
your own legal problems. But this text is not a substitute for personalized advice
from a knowledgeable lawyer. If you want the help of a trained professional—and
we’ll always point out situations in which we think that’s a good idea—consult an
attorney licensed to practice in your state.
About the Author
Fred Steingold passed away in 2017. He practiced law for over 40 years in Ann
Arbor, Michigan where he was well-known and highly regarded by the local
legal community. Fred wrote and updated several best-selling titles for Nolo,
including Legal Guide for Starting & Running a Small Business and The Employer’s
Legal Handbook, which continue to be updated and published by Nolo. Over
the 25 years that Fred wrote for Nolo, he worked with many editors and other
Nolo employees, and he always graciously thanked them for their enthusiasm
and assistance. We appreciated Fred’s commitment to his work, his professional
competence, and his kindness. We will miss working with him.
Table of Contents

Your Small Business Legal Companion..................................................................................1

Four Practical Ways to Use the Forms in This Book.........................................................................3
Do You Need a Lawyer?....................................................................................................................................5

1 Contract Basics..............................................................................................................................................7
Names Clause: Identifying the Parties to a Contract........................................................................8
Signature Clause: Signing a Contract........................................................................................................9
Standard Clauses................................................................................................................................................16
Resolving Disputes.............................................................................................................................................19
Attachments.........................................................................................................................................................21
Amendments...................................................................................................................................................... 23

2 Forming Your Business.........................................................................................................................27

Form 2A: Checklist for Starting a Small Business............................................................................ 30
Form 2B: Partnership Agreement............................................................................................................ 38
Form 2C: Preincorporation Agreement.................................................................................................45
Form 2D: Corporate Bylaws........................................................................................................................ 50
Form 2E: Stock Agreement...........................................................................................................................55
Form 2F: LLC Operating Agreement for Single-Member LLC................................................... 58
Form 2G: LLC Membership Certificate..................................................................................................62
Form 2H: Stock Certificate............................................................................................................................63

3 Running Your Corporation..............................................................................................................65

Form 3A: Notice of Shareholders’ Meeting......................................................................................... 68
Form 3B: Notice of Directors’ Meeting..................................................................................................70
Form 3C: Shareholder Proxy....................................................................................................................... 72
Form 3D: Minutes of Shareholders’ Meeting..................................................................................... 72
Form 3E: Minutes of Directors’ Meeting...............................................................................................74
Form 3F: Minutes of Telephone Conference Directors’ Meeting.............................................76
Form 3G: Consent of Shareholders......................................................................................................... 77
Form 3H: Consent of Directors..................................................................................................................78
4 Borrowing Money......................................................................................................................................81
Understanding Promissory Notes in General.................................................................................... 82
The Promissory Notes in This Chapter.................................................................................................. 86
Form 4A: Promissory Note (Amortized Monthly or Annual Payments)............................ 88
Form 4B: Promissory Note (Balloon Payment)..................................................................................91
Form 4C: Promissory Note (Interest-Only Payments)................................................................... 92
Form 4D: Promissory Note (Lump-Sum Payment)......................................................................... 94
Form 4E: Security Agreement for Borrowing Money.................................................................... 95

5 Buying a Business....................................................................................................................................101
Form 5A: Contract for Purchase of Assets From an Unincorporated Business............104
Form 5B: Contract for Purchase of Assets From a Corporation............................................ 116
Form 5C: Corporate Resolution Authorizing Sale of Assets.................................................... 118
Form 5D: Contract for Purchase of Corporate Stock.................................................................. 119
Form 5E: Bill of Sale for Business Assets..............................................................................................122
Form 5F: Seller’s Affidavit—No Creditors.......................................................................................... 124
Form 5G: Security Agreement for Buying Business Assets....................................................... 127

6 Leasing Space.............................................................................................................................................. 131

Form 6A: Gross Lease.................................................................................................................................... 133
Form 6B: Net Lease for Entire Building................................................................................................ 141
Form 6C: Net Lease for Part of Building............................................................................................. 143
Form 6D: Sublease..........................................................................................................................................149
Form 6E: Landlord’s Consent to Sublease..........................................................................................154
Form 6F: Assignment of Lease.................................................................................................................156
Form 6G: Notice of Exercise of Lease Option..................................................................................158
Form 6H: Extension of Lease..................................................................................................................... 159
Form 6I: Amendment to Lease................................................................................................................ 161
Form 6J: Attachment to Lease.................................................................................................................162

7 Purchasing Real Estate.......................................................................................................................165

Beware of Possible Environmental Problems...................................................................................167
Form 7A: Contract to Purchase Building............................................................................................169
Form 7B: Option to Purchase Building................................................................................................ 178
Form 7C: Contract to Purchase Vacant Land..................................................................................181
Form 7D: Option to Purchase Vacant Land.....................................................................................183
Form 7E: Attachment to Real Estate Purchase Contract..........................................................185
Form 7F: Amendment of Real Estate Purchase Contract..........................................................186
 Form 7G: Removal of Contingency.......................................................................................................187
Form 7H: Extension of Time to Remove Contingencies............................................................188
Form 7I: Exercise of Option to Purchase Real Estate...................................................................189

8 Buying, Selling, Manufacturing, Renting, and Storing Goods....................191

Form 8A: Sales Contract (Lump-Sum Payment)............................................................................192
Form 8B: Sales Contract (Installment Payments)..........................................................................196
Form 8C: Bill of Sale for Goods................................................................................................................199
Form 8D: Security Agreement for Buying Goods..........................................................................201
Form 8E: Contract for Manufacture of Goods................................................................................203
Form 8F: Equipment Rental Contract..................................................................................................205
Form 8G: Storage Contract.......................................................................................................................208
Form 8H: Consignment Contract..........................................................................................................210

9 Hiring Employees and Independent Contractors................................................... 213

Form 9A: Employment Application...................................................................................................... 216
Form 9B: Authorization to Release Information............................................................................ 218
Form 9C: Offer Letter................................................................................................................................... 219
Form 9D: Confidentiality Agreement..................................................................................................220
Form 9E: Covenant Not to Compete...................................................................................................223
Form 9F: Contract With Independent Contractor.......................................................................225

10 Extending Credit and Getting Paid.......................................................................................233

Form 10A: Credit Application for an Individual Customer......................................................234
Form 10B: Adverse Action Letter...........................................................................................................236
Form 10C: Credit Application for a Business Customer............................................................238
Form 10D: First Collection Letter...........................................................................................................239
Form 10E: Second Collection Letter.....................................................................................................239
Form 10F: Third Collection Letter..........................................................................................................240

Appendixes
A How to Use the Downloadable Forms............................................................................... 241
Editing RTFs........................................................................................................................................................ 242
List of Forms...................................................................................................................................................... 243

B Forms.................................................................................................................................................................. 245

Index..............................................................................................................................................................................473
Your Small Business Legal Companion

Four Practical Ways to Use the Forms in This Book..........................................................................................3

Do You Need a Lawyer?.......................................................................................................................................................5
2 | LEGAL FORMS FOR STARTING & RUNNING A SMALL BUSINESS
T
he most important rule when making any
business agreement is: Get it in writing.
In some situations—such as a contract
to buy or sell real estate—only a written agreement
is legally enforceable. Similarly, a contract that
can’t be carried out in one year, or a contract to
sell goods exceeding a certain value set by state law
(typically, $500), must be written.
But even in the situations where an oral contract
is legally sufficient, there are many practical reasons
to prefer writing down your agree­ment. Two years
from now, you and the other people involved in
any business transaction may have significantly
different recollections about what you collectively
agreed to. So putting agreements in black and
white is an ­important memory aid. A well-drafted
contract also confers several other important
benefits on its signers. For one, it serves as a
framework within which to resolve disputes. And
even if this proves impossible and a court contest
ensues, it will be far easier to prove the terms of a
written contract than an oral one.
Still another important benefit of drafting a
written agreement is that the act of putting your
contract ­together can help you and the other
party(ies) focus on the key legal and practical issues,
some of which might otherwise be over­looked. And
by starting this process with a well-designed form—
like those in this book—your chances of creating a
thorough document are further enhanced.
To help you create sound legal agreements, this
book provides convenient, ready-to-use forms
for most of the common transactions your small
business is likely to encounter. Whether you’re
borrowing money, buying a business, leasing an
office or store, hiring employees, or contracting for
goods or services, you’ll find well-drafted contracts
that are simple to customize to fit your needs.
Happily, the fill-in-the-blanks contracts in this
book are a lot easier to use than most similar legal
documents. Not only have we avoided legalese,
we have also adopted a clean and clear layout. But
don’t let the lack of gobbledygook fool you: These
forms cover all the important legal bases.
Because a legal form without good back­ground
information and instructions is almost valueless,
each chapter provides comprehensive legal and
practical information that you need to create sound
agreements. Unfortunately, even a book as chunky
as this one doesn’t have enough space to provide
in-depth c­ overage of every practical and legal issue
covered by every contract.
That’s where other Nolo products come in.
Throughout this book we’ll refer you to other
Nolo titles where you can learn even more about a
specific topic, from hiring employees to choosing
a domain name. When you need it, these books
will provide you with ­detailed information
and practical tips to get your business up and
running—and keep it running. Some of the other
small business titles Nolo offers are:
• Legal Guide for Starting & Running a Small
Business, by Fred S. Steingold. Everything you
need to know about starting your business,
from which business structure is best for
you to hiring employees to tips on obtaining
business insurance.
• Tax Savvy for Small Business, by Frederick W.
Daily and Jeffrey A. Quinn. An indispensable
guide to tax deductions your small business
shouldn’t miss, as well as in-depth information
on the taxation of different kinds of business
entities.
• The Employer’s Legal Handbook, by Fred S.
Steingold. Covers hiring, personnel practices,
employee benefits, wage and hour rules,
taxes, health and safety, discrimination
and harassment, disciplinary action, and
termination.
• Negotiate the Best Lease for Your Business,
by Janet Portman and Fred S. Steingold. A
downloadable book that explains how to
analyze space needs, find the ideal location,
and negotiate a lease that protects your legal
and financial interests.
• The Complete Guide to Buying a Business,
by Fred S. Steingold. The plain-English
information, guidance, and forms you need
to get the business you want.

• The Complete Guide to Selling a Business, by
Fred S. Steingold. When the time comes,
selling your business will be a significant trans­
action, involving tens—or often hundreds—of
thousands of dollars. This book explains how
to get your business ready for sale, set a price,
prepare a sales agreement, and have a smooth
closing.
• Business Buyout Agreements: Plan Now for All
Types of Business Transitions, by Bethany K.
Laurence and Anthony Mancuso. If you’re
starting a business with a co-owner, this book
con­tains invaluable information on creating a
buy-sell agreement and provides forms for you
to create and customize your own agreement.
• Incorporate Your Business: A Step-By-Step
Guide to Forming a Corporation in Any State,
by Anthony Mancuso, shows you how to
form a corporation in all 50 states.
• Working With Independent Contractors, by
Stephen Fishman. If you’re thinking of
hiring independent contractors, this book is
an invaluable resource. You’ll learn the pros
and cons of hiring independent contractors
instead of employees, including the rules
­government agencies use to classify workers
and the special tax issues associated with
hiring independent contractors.
• The Corporate Records Handbook: Meetings,
Minutes & Resolutions, by Anthony Mancuso.
This book contains all the minutes and
resolutions you’ll need to keep your corporate
record keeping on track.
• Form Your Own Limited Liability Company,
by Anthony Mancuso. This book is a guide to
forming your limited liability company in all
50 states and includes information and forms to
help you reserve a name, file your articles of or-
ganization, and create an operating agreement.
• Form a Partnership: The Complete Legal
Guide, by Denis Clifford and Ralph Warner.
If you want to form a partnership, this book
YOUR SMALL BUSINESS LEGAL COMPANION | 3
is an indispensable guide to partnerships and
contains forms to help you create your own
partnership agreement.
Four Practical Ways to Use
the Forms in This Book
This book is a flexible resource that you can adapt to
fit your needs and work style. There are at least four
ways you can use the forms provided in this book.
• Because all forms are available to you electroni-
cally, the most efficient approach is to open,
fill in, and print out a form, customizing it as
needed. If you do use the electronic forms, be
sure to read “Tips for Using the Downloadable
Forms,” below.
• Or, you can get the job done the old-
fashioned way, by photocopying a form right
out of the book and then filling it in with a
typewriter or by hand.
• In some instances, especially where a form
will be used repeatedly, you may want to
print out or photocopy a pile of blank forms,
filling them in later (by hand or type­writer)
as needed.
• If someone else has already prepared a proposed
contract and presented it to you for signature,
you can use the appropriate form in this book
as a sort of checklist to make sure that the
­proposed contract has all the recommended
ingredients. If it doesn’t, you can have the
preparer use the book’s form as a model when
making modifications or additions.
CAUTION
Think twice before using the only copy of
a form. Although it’s possible to use the forms directly
from this book, this is a poor idea ­because you’ll be left
without a clean copy if you need a similar document in
the future. So if you decide to use a form, photocopy the
form before you fill it out.
4 | LEGAL FORMS FOR STARTING & RUNNING A SMALL BUSINESS
Tips for Using the Downloadable Forms
If you’re using the downloadable forms—rather than
the forms from the back of the book—you may notice
that sometimes the instructions don’t quite match
up to the form. This is because, in some cases, you
may need to fill out the downloadable form slightly
differently than you would fill out the form in the back
of the book. Here’s what you need to know about
filling out the forms electronically.
Checkboxes. On the downloadable forms, you
don’t need to use the checkboxes to mark which
clauses you want to use. Instead, just delete any
clause you don’t want to use and include the ones
you do. Also, delete the brackets (checkboxes) and
any instructional text. The final product should read
completely and smoothly. Here’s an example from
Form 2B, Partnership Agreement.
Book form:
3. Partnership Duration. The partnership
x began will begin on January 1, 20xx
It will continue
x ■ indefinitely until it is ended by the terms
■
of this agreement.
■■ until , unless ended
sooner by the terms of this agreement.
Electronic form:
3. Partnership Duration. The partnership began
January 1, 20xx. It will continue indefinitely until it
is ended by the terms of this agreement.
Word choice. Occasionally, a form will give you
a choice of two or more words. On the downloadable
forms, this choice is indicated by “[choose one:].”
For example, here is the first sentence in the example
above before it was filled in:
3. Partnership Duration. The partnership [choose
one: began/will begin] on .
Just include the correct word, deleting the instruc-
tional text, so that the sentence reads smoothly, like this:
3. Partnership Duration. The partnership began
on January 1, 20xx.
Fill-in text. When you fill in text on your download-
able forms, you can replace the entire blank line with
your text: For example:
Book form:
2. Partnership Name. The partnership will do
. business as a partnership under the name of
Four Brothers Construction .
Electronic form:
2. Partnership Name. The partnership will do
business as a partnership under the name of
Four Brothers Construction.
Final check. Before you print out the final draft of
your document, check to make sure you’ve deleted
any brackets, instructional text, and unnecessary
clauses. Also, if you’ve deleted or added any
clauses, double-check to make sure you’ve properly
renumbered the clauses.

TIP
Read over the explanatory materials in
each chapter before filling out the forms. This book is
designed to be used as needed, rather than read through
in its entirety. If you want to perform a particular task
(like borrow money for your business), you can go right to
the appropriate form (for example, Form 4A: Promissory
Note). Just be sure to first read the introductory informa­
tion at the beginning of the relevant chapter and at the
beginning of the relevant section rather than jumping
directly to the form and its instructions.
Do You Need a Lawyer?
Most small business transactions are relatively
straight­forward. Just as you routinely negotiate
business deals involving significant dollar amounts
without formal legal help, you can usually just as
safely complete the basic legal paper­work needed to
record your u ­ nderstanding.
But, like most generalizations, this one isn’t
always true. Creating a solid written agreement will
occasionally mean seeking the advice of a lawyer
to cope with a problematic issue. Fortunately, even
when you decide to get a lawyer’s help, the forms
and i­nformation set out here should help you
keep a tight rein on legal fees. You’ll have gotten a
running start by learning about the legal issues and
perhaps drawing up a rough draft of the needed
document, allowing you and your lawyer to focus
on the few points that may not be routine.
Ideally, you should find a lawyer who’s willing
to serve as your small business legal coach—one
who respects your ability to prepare drafts of
routine paperwork and who stands ready to review
and fine-tune your work when requested. A word
of caution here: Some lawyers still subscribe to
the old-fashioned n ­ otion that they and only they
are the repository of all legal information and
expertise. In their view, you should turn every
legal question and problem over to them, and your
participation should be limited to promptly paying
their bills. It should go almost without saying
YOUR SMALL BUSINESS LEGAL COMPANION | 5
that even if this were an efficient way to run your
business (it isn’t—you clearly need to be involved in
making all key decisions), you couldn’t afford it.
To find a lawyer who’s genuinely open to helping
you help yourself and is sensitive to your need
to keep costs down, talk to people who own or
operate truly excellent small businesses. Ask them
whom they’ve chosen as their legal mentors. Speak
as well to your banker, accountant, insurance
agent, and real estate broker—all of whom
undoubtedly come into frequent contact with
lawyers who creatively represent business clients.
TIP
Of the million or so American lawyers in
private practice, probably only one in ten possesses
sufficient training and experience in small business law
to be of real help to you. And even when you locate a
lawyer skilled in small business law in general, you need
to make sure that he or she is knowledgeable about the
specific job at hand. A lawyer who has a vast amount of
experience in handling the sale and purchase of small
businesses, for example, may have limited knowledge
about the fast-changing world of commercial leases (not
ideal if there’s an unusual rent increase clause you want
to discuss) and know next to nothing about dealing with
state or federal regulatory agencies (not good if you
need to appeal the suspension of your liquor license). In
short, always ask about the lawyer’s background in the
particular area of law that affects you.
RESOURCE
Finding a good lawyer. When you need a
lawyer, asking someone you trust for a referral is a good
place to start. You can also try one of these excellent and
free resources:
• Nolo’s Lawyer Directory. Nolo has an easy-to-use
online directory of lawyers, organized by location and
area of expertise. You can find the directory and its
comprehensive profiles at www.nolo.com/lawyers.
• Lawyers.com. At Lawyers.com you’ll find a user-
friendly search tool that allows you to tailor results
by area of law and geography. You can also search for
6 | LEGAL FORMS FOR STARTING & RUNNING A SMALL BUSINESS

attorneys by name. Attorney profiles prominently RESOURCE

display contact information, list topics of expertise,
and show ratings—by both clients and other legal
professionals.
• Martindale.com. Martindale.com offers an advanced
search option that allows you to sort not only
by practice area and location, but also by criteria
like law school. Whether you look for lawyers by
name or expertise, you’ll find listings with detailed
background information, peer and client ratings, and
even profile visibility.
Learn more about finding and working with
a lawyer. Chapter 24 of the Legal Guide for Starting &
Running a Small Business, by Fred S. Steingold (Nolo),
offers a strategy for finding the right lawyer, explains how
lawyers charge for their work, and shows you how to save
money by doing your own legal research. You can also
get free information about finding and working with a
lawyer at www.nolo.com/legal-encyclopedia/lawyer.

Get Updates and More Online

You can download any of the forms in this book at:
www.nolo.com/back-of-book/RUNSF.html
And if there are important changes to the information in this book, we’ll
post updates there, too. You‘ll also find other useful information, including
author blogs, podcasts, and videos.

l
 1
C H A P T E R

Contract Basics

Names Clause: Identifying the Parties to a Contract.......................................................................................8

Signature Clause: Signing a Contract.........................................................................................................................9
Signature Formats......................................................................................................................................................... 10
A Business Owner’s Personal Liability................................................................................................................. 12
A Business Owner’s Personal Guarantee........................................................................................................... 12
Customized Guarantees............................................................................................................................................. 13
Requiring a Spouse’s Signature............................................................................................................................... 15
Witnesses and Notaries.............................................................................................................................................. 16
Standard Clauses.................................................................................................................................................................. 16
Entire Agreement........................................................................................................................................................... 17
Successors and Assignees.......................................................................................................................................... 17
Notices................................................................................................................................................................................. 17
Governing Law................................................................................................................................................................. 18
Counterparts.................................................................................................................................................................... 18
Modification..................................................................................................................................................................... 18
Waiver.................................................................................................................................................................................. 18
Severability........................................................................................................................................................................ 19
Resolving Disputes.............................................................................................................................................................. 19
Attachments........................................................................................................................................................................... 21
Amendments..........................................................................................................................................................................23

FORMS
To download the forms discussed in this chapter, go to this book’s companion
page on Nolo.com. See Appendix A for the link.
8 | LEGAL FORMS FOR STARTING & RUNNING A SMALL BUSINESS
M
ost of the forms in this book are
contracts—or promissory notes, which
are just a special type of contract. With
any c­ ontract, you must understand what it says and
make sure that it suits your needs. In addition, you
face two other important issues:
• How do you properly identify the businesses
and individuals who are parties to the
contract?
• How do the parties sign the contract to make
it legally binding?
Rather than repeat the instructions for dealing
with these issues many times throughout the
book, we discuss the legal context and give you our
recommendations in this first chapter.
Similarly, in this chapter, we also explain
two other basic contract concepts that appear
throughout the book. The first involves a disputes
clause, which establishes a structure to allow the
parties to resolve any disputes that may later occur.
The second deals with modifying or adding to a
contract, which may occur at any time.
But don’t worry about having to memorize
this basic information now in order to later
complete a particular contract form. Along with
the instructions for each form, we’ll provide cross-
references to the instructions in this chapter as
needed.
Names Clause: Identifying
the Parties to a Contract
At the beginning of most forms in this book, you’ll
need to fill in one or more names to identify the
­parties (individuals or businesses) who are agreeing
to the contract. While this seems easy enough, it
can sometimes be a little tricky, because how you
identify the parties will vary somewhat depending
on the types of business entities that are parties to
the agreement.
For example, suppose you need to borrow money
from your Uncle Al and want to put the loan in
writing. First, you’ll need a promissory note form
(such as those in Chapter 4). Because both you and
Uncle Al are individuals, you’ll just need to include
both your names—you as borrower, Al as lender—
with no ­additional identification needed.
In a business context, however, a promissory
note—or for that matter, any other contract—can
be used by people owning or managing any of
a half-dozen types of legal entities. (See “Types
of Business Entities,” below.) This means that it
can be a little more complicated to determine the
correct name format to use for a business.
First, you need to make sure that you correctly
name the business. Second, you must designate
its legal structure (partnership or corporation, for
instance), and if the business is other than a sole
proprietorship, you must also note the state in
which the business is organized.
Assume, for example, that Maria Jones is in
the coin-operated laundry business as a sole pro­
prietor and decides to buy the assets of a laundry
owned by Clean Times, Inc., a corporation. The
corporation’s shareholders are Alice Appleby and
Richard Reardon, who are respectively the presi­
dent and secretary-treasurer. How do you state the
buyer’s and seller’s names in the first clause of the
contract to purchase the business?
Maria Jones (Buyer) and Clean Times, Inc., a
­California corporation (Seller), agree to the
­following sale.
Because a sole proprietorship is not legally a
separate entity from its owner, you need not iden­tify
the state in which the business is organized. How­ever,
for a corporation, partnership, or an LLC, the state
in which the buyer’s business is organized should
be included. For instance, if the buyer’s corporation
has filed its articles of incorpo­ration in California,
it’s a California corporation.
If a sole proprietor does business under a name
that’s different from the sole proprietor’s legal
name, this is called a fictitious business name, an
assumed business name, or a dba (doing business as).
 CHAPTER 1 | CONTRACT BASICS | 9

You should include that different name in your

Formats for Names in Legal Forms
contract. For instance, if Maria Jones of the above
example operates her laundry business under the Type of Legal Entity Identification
name CleanMat Laundry, she should include the Individual/sole John Smith
fictitious name in the contract. The best way to proprietor
do this is to add the fictitious name after the sole Two or more individuals/ John Smith, Jane Jones, and
proprietor’s name and the phrase “doing business sole proprietors Terry Thomson
as,” as in “Maria Jones, doing business as CleanMat Sole proprietor with a John Smith, doing business
Laundry (Buyer).” A sole proprietor who doesn’t fictitious name as John’s Diner
use a fictitious business name can just fill in his or General partnership Smith & Jones, a California
her own name as the buyer. partnership
Likewise, a corporation, an LLC, or a partnership General partnership Smith & Jones, a California
may also use a fictitious business name if for some with a fictitious name partnership doing business
reason the official business name is different than as John’s Diner
the trade name the business holds out to the public. LLC Good News LLC, a
For example, the partnership whose official name is California limited liability
“Adams & James” or the LLC formally organized as company
“XYZ Games, LLC” may do business as “Games & LLC with a fictitious Good News LLC, a
More.” In that case, it should also include the dba, name California limited liability
company doing business as
as in “XYZ Games, LLC, a District of Columbia
John’s Diner
limited liability company doing business as Games
& More (Buyer).” Corporation Modern Time, Inc., a
California corporation
We’ve included a names chart, below, to consult
whenever you need to fill in the names clause in Corporation with a Modern Time, Inc., a
fictitious name California corporation
any form. The chart gives the recommended ­format
doing business as John’s
for completing the names clause. Diner

FORM A partnership’s partnership agreement and an

You can also find the recommended formats
for names in the downloadable form Names.rtf.
Signature Clause: Signing a Contract
For a contract to be legally binding, you must
obtain the signature of the person or people with
authority to legally bind each business. A sole
proprietor simply signs the contract personally.
For partnerships, LLCs, and corporations, one
representative of the business usually signs the
contract on the business’s behalf. Some businesses,
especially general partnerships, may require more
than one owner to sign contracts.
LLC’s operating agreement should specify which
owner or owners have the authority to sign sales
contracts and bind the partnership or LLC, and
should specify how many owners’ signatures are
required.
If the buyer is a corporation, an officer—usually
the president or chief executive officer (CEO)—
signs major contracts. However, the corporate
bylaws may specify that more than one officer must
sign contracts in order to bind the corporation.
For minor contracts that are part of a company’s
routine, daily business, someone who’s less senior
than a president, CEO, or manager may be able to
sign the contract. Always include the signer’s title
(such as “CEO” or “Sales Manager” in the space
10 | LEGAL FORMS FOR STARTING & RUNNING A SMALL BUSINESS
Types of Business Entities
• Sole Proprietorship. A one-owner business
in which the owner is personally liable for all
­business debts.
• General Partnership. A business entity formed
by two or more people, all of whom are
personally liable for all partnership debts. When
two or more people are in business together and
haven’t formed a limited partnership, corporation,
or limited liability company (LLC), they’re treated
as a general partnership by law even if they
haven’t signed a formal partnership agreement.
A partner­ship doesn’t pay federal income taxes; a
partner’s share of the profits or losses is reported
on his or her personal tax return.
• Limited Partnership. A business entity formed
by one or more general partners and one or more
limited partners. Ordinarily, only the general
­partners are personally liable for the partnership
debts.
• Corporation. A business entity formed by one
or more shareholders. Ordinarily, a shareholder is
not personally liable for the corporation’s debts.
This is true whether or not the corporation
is organized for tax purposes as a regular (C)
corporation or an S corporation; the two types
of corporations differ only in terms of tax treat­
ment. The big difference is that the undistributed
income of a regular c­ orporation is taxed at the
corporate level. That’s not true with an S corpo­
ration; for tax purposes, income and losses pass
through to the individual shareholders as if they
were partners in a partnership.
• Limited Liability Company (LLC). A business
­entity formed by one or more members. Ordinar­
ily, a member is not personally liable for the LLC’s
debts and is taxed in the same way as if he or
she were a partner (unless the LLC chooses to be
taxed as a corporation).
provided). Make sure that this is your routine
business practice, and that the person who signs
the contract has a grant of authority—written
or otherwise—to do so. If a lot is at stake in a
transaction, and the corporation you’re dealing with
intends to have someone other than its president
sign a legal document on behalf of the corporation,
it makes sense to ask to see the ­bylaw or directors’
resolution authorizing the other officer to sign.
The parties should sign at least two copies of the
contract—doing so creates an original document
for both parties. (One exception is a promissory
note. The borrower should sign only one promissory
note, which the lender will keep until the debt is
paid off.) After the contract is complete, each party
should keep its copy of the document with other
business records or, if the party is an individual, in
another safe place.
Signature Formats
Signing a document might seem like a simple
and obvious task, but you must do it in the proper
format. Let’s consider what format should be used
to sign the contract between Maria Jones and
Clean Times, discussed above. As sole proprietor,
Maria Jones must begin with (1) her name or her
­fictitious business name, if she has one, followed
by (2) the type of business entity it is—here, a sole
­proprietorship—followed by (3) her signature, (4)
her name printed out, (5) her title in the business—
in this case the owner, and (6) her address, like so:
Buyer
CleanMat
A sole proprietorship
By:
Maria Jones
Owner
1234 Lucky Street
White Plains, New York
 CHAPTER 1 | CONTRACT BASICS | 11

Signature Formats

Sole proprietorship without fictitious name: Corporation with fictitious name:

Dated: [Corporation name] ,
By: a [State] corporation doing business as
[Name of owner] [Fictitious name]
[Address] [Address]

(repeat this block for multiple signers)

Sole proprietorship with fictitious name:
Dated:
Dated:
By:
By: [Name of signer]
[Name of owner] , doing business as [Fictitious name]
[Title of signer]
[Address]

Limited liability company without fictitious name:

General partnership without fictitious name: [LLC Name] ,
[Partnership name] ,
a [State] limited liability company
a [State] partnership [Address]
[Name of owner]
[Address] (repeat this block for multiple signers)
Dated:
(repeat this block for multiple signers)
By:
Dated: [Name of signer]
By: [Title of signer]
[Name of signer]
[Title of signer]
Limited liability company with fictitious name:
[LLC Name] ,
General partnership with fictitious name:
a [State] limited liability company doing business as
[Partnership name] , [Fictitious name]
a [State] partnership doing business as [Address]
[Fictitious name]
[Address] (repeat this block for multiple signers)
Dated:
(repeat this block for multiple signers) By:
Dated: [Name of signer]
By: [Title of signer]
[Name of signer]
[Title of signer]

Corporation without fictitious name:

[Corporation name] ,a [State] corporation
[Address]

(repeat this block for multiple signers)

Dated:
By:
[Name of signer]
[Title of signer]
12 | LEGAL FORMS FOR STARTING & RUNNING A SMALL BUSINESS
The selling corporation includes the same
information.
Seller
Clean Times, Inc.
A New York Corporation
By:
Alice Appleby
President
123 Chesterfield Boulevard
White Plains, New York
We’ve included a signature chart, above, to show
you how to deal with signatures in all common
business contexts.
FORM
The signature formats are also in the
downloadable form Signing.rtf.
A Business Owner’s Personal Liability
How a business is legally organized is critical to
­determining whether or not a business owner who
signs a contract or other document is personally
­liable if things go wrong. Obviously, this is an
­important issue: When you’re the person signing,
you definitely want to know if you’re putting your
personal (non­business) assets at risk. And when
someone on the other side of a transaction is
signing, you need to know if you can go after his or
her personal assets if the business fails to meet its
obligations.
If a business is organized as a sole proprietorship
or general partnership, an owner is automatically
personally liable for meeting the terms of all
business contracts. (In a limited partnership,
only the general partner(s) would be liable.) If the
contract terms aren’t met, the person or business
on the other side of the deal can sue and get a
judgment (a court determination that a sum of
money is owed) against not only the business but
its owner as well, and the owner’s assets can be
taken by the creditor to satisfy (pay) the judgment
amount.
However, if a corporation or an LLC fails to
meet the terms of a contract, only the business
is liable. This means that the person or business
on the other side of the deal is only able to get a
judgment against the business (not the owner) and
can only collect from the business’s assets (not the
owner’s)—unless an owner of a corporation or an
LLC voluntarily waives this barrier to personal
liability by personally guaranteeing the contract, as
explained below.
EXAMPLE 1: Harold signs a five-year lease for a car
repair shop he plans to run under the name of Hal’s
Garage. Because he doesn’t incorporate or form an
LLC and no one else owns the business with him, the
law describes his business as a sole proprietorship.
Harold’s business never takes off and, after six
frustrating months, he closes. The landlord sues for
unpaid rent and gets a judgment against Harold
personally. The landlord can c­ ollect not only from
the few paltry dollars left in the business’s bank
account, but can go after Harold’s personal bank
account, his car, and his house (­ although Harold may
be eligible to invoke debtor’s exemption laws to limit
what the landlord can take).
EXAMPLE 2: Spencer forms a corporation called
Spencer Enterprises, Inc. The corporation leases
space for five years to run a car repair shop;
Spencer signs the lease as president of Spencer
Enterprises, Inc. After six months, the business
closes. The landlord can only get a judgment from
the corporation and collect from its meager assets.
Although Spencer loses all the money he put into
the business, his car, bank account, and other
personal assets are safe.
A Business Owner’s Personal Guarantee
When an owner of shares in a corporation or a
member of an LLC signs a contract, promissory
note, or lease in his or her capacity as an owner of

the corporation or LLC (with his or her title listed
below his or her name), he or she does not become
personally liable. That’s because the contract, note,
or lease makes it clear that the owner is signing on
behalf of the business, not as an i­ndividual. This
means that, if the corporation or LLC d ­ efaults
on payments, the seller, lender, landlord, or other
party must get a court judgment against the LLC
or corporation and will be able to collect from the
business’s assets only.
For that reason, the seller, lender, landlord, or
other party may want to get a personal guarantee
from one or more of the owners of the corporation
or LLC, making the owner(s) personally liable for
repayment. In this case, an owner would sign as
president of the corporation or manager of the LLC
and also as an individual, to personally guarantee
payment.
CAUTION
Corporate and LLC owners beware.
You should think very carefully about personally
guaranteeing a loan. A personal guarantee means that
your personal assets are at risk if the loan is not repaid.
Because the primary purpose of forming an LLC or
corporation is to limit the owners’ personal liability for
business debts, owners should understand that they are
giving up this limited liability when they sign a personal
guarantee. On the other hand, most commercial lenders
will not lend money to new corporations or LLCs
without a personal guarantee. Giving up limited liability
may be the only way to obtain the loan.
If the parties agree that a personal guarantee is
­appropriate, the language shown below can be added
to the end of a contract, promissory note, or lease to
provide that ­guarantee.
FORM
These optional guarantee clauses are in the
downloadable form Guarantee.rtf. If you decide to use
one of the guarantees, copy the appropriate form and
paste it into your document.
CHAPTER 1 | CONTRACT BASICS | 13
Customized Guarantees
Sometimes a guarantor will agree to be liable for
only a certain amount of money or for only a
limited period of time. You can tailor the guarantee
accordingly, for example:
Guarantee for a limited amount:
In consideration of [name of lender]
lending funds to [name of corporation or LLC] ,
I personally guarantee the timely payment of the
above promissory note. The maximum amount of
my liability, however, is $5,000.
Guarantee for a limited time
In consideration of [name of landlord]
signing the above lease with [name of corporation
or LLC] , I personally guarantee the performance
of all obligations of [name of corporation or LLC]
for the first twelve months of the above lease.
CAUTION
Preprinted guarantees may be more
complicated. The forms in this book are more straight­
forward than some forms you may encounter in the
commercial world. A bank’s form for a loan guaran­tee
may, for ­example, contain a sentence like the following,
which asks the guarantor to “waive notice of acceptance,
­notice of nonpayment, protest, and notice of protest
with respect to the obligation covered hereunder.”
Lying ­behind this linguistic fog are statutory rights that
may allow a guarantor to stall—or even prevent—a
lender from collecting on a guarantee. For obvious
reasons, a commercial lender will want you to waive,
or give up, these rights. It’s often okay to waive these
statutory rights, and it may be difficult to obtain a loan
from a commercial lender if you don’t. But as with any
legal document you’re asked to sign, if you don’t fully
understand the terms, it’s best to consult a lawyer.
14 | LEGAL FORMS FOR STARTING & RUNNING A SMALL BUSINESS

Personal Guarantee of a Contract—Single Guarantor

In consideration of [name of other party]

signing the above contract, I personally guarantee the performance of all obligations of [name of
corporation or LLC] in the above contract.

Dated:
Signature:
Printed name:
Address:

Personal Guarantee of a Contract—Two or More Guarantors

In consideration of [name of other party]

signing the above contract, with [name of corporation or LLC]
we jointly and individually guarantee the performance of all obligations of [name of corporation or LLC]
in the above contract.

Dated:
Signature:
Printed name:
Address:

Dated:
Signature:
Printed name:
Address:

Personal Guarantee of a Promissory Note—Single Guarantor

In consideration of [name of lender] lending funds to

[name of corporation or LLC] , I personally guarantee the timely payment of the above promissory note.

Dated:
Signature:
Printed name:
Address:

Personal Guarantee of a Promissory Note—Two or More Guarantors
In consideration of [name of lender]
lending funds to [name of corporation or LLC]
we jointly and individually guarantee the timely payment of the above promissory note.
Dated:
Signature:
Printed name:
Address:
Dated:
Signature:
Printed name:
Address:
Requiring a Spouse’s Signature
If one party is signing a document in a capacity
that makes him or her personally liable for a
business debt or other business obligation, the other
party may ask that his or her spouse sign as well.
This is most likely to happen, for example, if you’re
personally borrowing money that you’ll use in
your business or if you’re personally guaranteeing a
debt or other obligation of a corporation in which
you own shares or of an LLC in which you’re a
member.
Similarly, you may find yourself in a situation
in which you’d like to have the spouse of the other
party sign a document. In addition to the situation
just mentioned, this could happen if you’re lending
money to or entering into an agreement with an
­individual whose spouse is financially well-off and
could repay the debt if the borrower defaulted.
Not surprisingly, having your spouse sign a
­document can substantially increase the other
party’s legal rights. For example, in most states
if you alone sign for a loan or agree to be liable
CHAPTER 1 | CONTRACT BASICS | 15
,
for any other o­ bligation, the creditor can get a
judgment for nonpayment against you but not
against your spouse. This means that, ordinarily—
except in community property states, where all
marital, or community, property can be taken to
pay for the debts of both spouses—a creditor will
be able to reach the property that you own in your
own name, but not the property that you and your
spouse own in both your names.
However, if you and your spouse both sign a
­contract and then don’t abide by its terms, the
other party will be able to sue and get a judgment
against both of you. In addition, the creditor can
then enforce the judgment by seizing your joint
bank account or jointly owned real estate as well
as property you own in your name alone. The
creditor will also be able to go after property that’s
in your spouse’s name alone, as well as garnish your
spouse’s paycheck.
If the parties agree that a spouse’s personal
guarantee is appropriate, you can use one of the
personal guarantee clauses discussed above.
16 | LEGAL FORMS FOR STARTING & RUNNING A SMALL BUSINESS
Community Property States
The following are community property states:
Arizona Louisiana Texas
California Nevada Washington
Idaho New Mexico Wisconsin
(Also, in Alaska, South Dakota, and Tennessee,
a couple can sign a written docu­ment agreeing
that all property will be treated as community
property.)
In community property states, a married couple’s
property tends to be primarily community (joint)
property regard­less of the names in which it’s held.
Each spouse may also own separate property, but—
especially in longer marriages—most property tends
to be owned by both. A creditor can go after the
community property of you and your spouse to pay
off a debt, even if you alone signed for the loan.
If your spouse does have separate property—
property a spouse owned before getting married,
property acquired after marriage by gift or inheri-
tance, or property agreed in writing to be kept
separate—his or her separate property is normally
beyond a creditor’s reach. But if your spouse signs
a personal guarantee, his or her separate property
will be at risk if you default on your payments.
Witnesses and Notaries
Very few legal documents need to be notarized
or signed by witnesses. In fact, only one form in
this book needs to be notarized (Form 5F: Seller’s
Affidavit: No Creditors in Chapter 5), and in some
states notarization isn’t even required for that form.
For business forms, notarization and witnessing
are usually limited to documents that are going to
be recorded at a public office charged with keeping
such records (usually called the county ­recorder or
register of deeds). State laws require witnesses or
notaries to sign some other types of documents,
such as living trusts or powers of attorney.
CAUTION
Having a document notarized doesn’t
guarantee that the person signing the document
has the authority to do so. When a notary public
witnesses a signature and enters that information into
the notary’s record book, the notary is only certifying
that the person signing the document is who he or she
claims to be. Whether that person has the authority
to sign a document on behalf of a ­business is another
matter entirely. Consider asking for resolutions from the
business’s shareholders, members, or partners approving
the transaction and granting the person the authority to
bind the business to the contract. For more information
on these kinds of resolutions, see The Corporate Records
Handbook: Meetings, Minutes & Resolutions and Your
Limited Liability Company: An Operating Manual, by
Anthony Mancuso (Nolo).
Standard Clauses
If you were to look at a handful of various business
contracts—loan agreements, sales contracts, or
leases—you’d find that many of them include
identical clauses, often found at the end of the
contracts. These clauses address issues that often
come up in any contract, such as:
• whether the parties intend the contract to be
modified in writing only
• how each party will communicate with the
other regarding the contract, and
• what will happen to the rest of the contract if
a judge decides that one part of it is not legal.
Instead of writing clauses to address these issues
from scratch, lawyers find it quicker to consult
form books, where they find them already written
and ready to drop into almost any contract. These
clauses are known as boilerplate clauses (boiler­
plates are sheets of steel that can be cut to form
the shell of any boiler). The essence of a boilerplate
clause is that no one is likely to argue much about
the precise language of the clause—but whether
you and the other side want to include the clause is,
of course, a matter of negotiation.

That said, the clauses that follow should elicit
little, if any, resistance from the other party to your
contract. That’s because most of the time, the ones
we’ve chosen will benefit both of you. For example,
one boilerplate clause we recommend allows you
and the other party to specify which state’s law
will apply in the event of a disagreement over the
meaning or implementation of your contract. With­
out that clause, if you and the other side get into a
dispute over the contract, you may spend time and
money arguing over that preliminary issue—before
you even get to the heart of your dispute!
Let’s look at each clause and see why it’s useful
to have it in your contract. Each of these clauses is
included in most contracts in the book, generally at
the end.
Entire Agreement
Before you sign your agreement, you and the other
party will negotiate certain points. Hopefully, the
points you and the other party agree on will end
up in your contract. But sometimes you and the
other party will talk about a point or an issue and
leave it out of the final agreement. The language in
this s­ ection, sometimes called an integration clause,
means that only what is written in the agreement
(not what you discussed) is part of the contract
between you and the other party. Although it’s not
foolproof, including an integration clause in your
agreement can help prevent the other party from
claiming that you agreed to something that’s not in
(or conflicts with something in) the contract, and
use those prior conversations to prove that you did
agree to it.
Similarly, sometimes you and the other party
will have negotiated your contract by writing letters
back and forth, or will have written up a temporary
agreement to govern your relationship until you
have time to create a more formal contract. This
clause also prevents those previous writings (any
letters, memos, or other agreements or contracts)
from being considered part of your contract if,
CHAPTER 1 | CONTRACT BASICS | 17
somewhere along the line, the terms of your
contract conflict with what’s written in those other
documents.
Successors and Assignees
After you sign the contract, you may decide to sell
or merge your company. Will the new company
or your heirs gain your rights under the contract?
Or, suppose you’d simply like to get someone else
to take over your rights and obligations under the
contract—can you do so without having to get
the other party’s permission? The successors and
assignees clause attempts to address these issues.
In case one party sells or gives away (assigns) its
rights under the contract to another company or
­person (or leaves the rights to an heir after death),
the agreements in this book provide that the terms
of the contract are binding on anyone who receives
a right or obligation.
This agreement does not require the buyer or
seller to get permission before assigning its rights
under the contract. Sometimes a party may
understandably object to this; for instance, if you
contract with a s­ pecialty manufacturer to create
custom goods for your company, you wouldn’t
want the manufacturer to be able to assign this
duty to someone else. If that’s the case, you can
modify this clause to provide that the contract
can be assigned only with the other party’s written
permission.
Notices
Because you and the other party might not be
seeing each other frequently, it makes sense to
exchange mailing addresses and agree on how
you’ll send written communications about the
contract to each other. Also, if you need to deliver
an important legal notice to the other party, such
as a warning that the other party is in breach of
the contract, or notice to a landlord that you’re
terminating your tenancy, you should make sure
18 | LEGAL FORMS FOR STARTING & RUNNING A SMALL BUSINESS
you deliver notice in one of the ways set out in
this paragraph (in person, by certified mail, or by
overnight courier), since this is how you and the
other party have agreed to get in touch with each
other. Generally, you’ll fill in your address by your
signature at the end of the contract.
Governing Law
Although you and the other party to your contract
probably won’t end up in court over your contract,
it makes sense to designate which state’s law will
apply to the contract before you get into a dispute.
If you don’t choose a state now, you might waste
time fighting over this issue later. Usually, you and
the other party to the contract will be in the same
state, so just fill in that state.
If you and the other party are located in different
states, designating the governing law is even more
important. If you don’t designate a state to govern
your agreement, you could spend precious time
­arguing over the law that will apply to your contract,
instead of trying to resolve the actual dispute.
If you can negotiate it, it’s usually advantageous
for you to have the laws of your home state
govern an agreement. This is because every state
has different laws regarding general contract
interpretation, and you and your attorney will
probably be most familiar with the laws of your
home state.
Counterparts
Counterparts is legal jargon for identical copies of
a document. This clause allows you to send copies
of the contract to the other party or parties, asking
them to sign and return the signature page to you.
When you put the other signature page(s) together
with your signature page, you have a complete set
of signatures that makes your copy an original and
fully signed document.
Modification
After you’ve signed your agreement, from time to
time you and the other party to the contract may
discuss various aspects of your agreement and
even talk about changing some of its provisions.
To prevent a casual conversation with the other
party from turning into a full-scale amendment
of the agreement, the modification clause requires
any amendment to the contract to be in writing
and signed by both of you. That way, you and the
other party can make sure you’ve thought about the
changes and agreed to them.
Waiver
Failing to enforce a right you have under a contract
can sometimes cause you to lose (waive) that right.
Your agreement attempts to prevent that from
happening by requiring all parties to agree in
advance that if one of them doesn’t enforce a right,
it doesn’t mean that party has permanently given
up that right.
For example, if the buyer is late on an install­
ment payment and the seller doesn’t immediately
try to terminate the contract for breach, this clause
says that the seller isn’t prevented from exercising
its rights under the contract at a later time.
CAUTION
Clauses like this don’t always work. This
clause isn’t foolproof. A judge could ignore it and infer
from a party’s behavior that it has permanently waived
a right. For example, if the buyer is consistently three
days late with every installment payment for three years,
a judge may not allow the seller to suddenly terminate
the contract for breach. To avoid this, if the other party
misses an obligation or violates a term of the contract,
send a letter saying you are willing to overlook the
missed obligation or violation this time, but that you’re
going to enforce your rights in the future.
Another random document with
no related content on Scribd:
that, Babbie? Wha has the sharpest neb noo? Whare’s the game
now? I think I’ve broken your spurs an’ toozled[26] yer feathers. Gang
hame an’ cower in the corner an’ get dabbit, Babbie. Ye’re weel ca’d
Babbie—ye’re just a big babbie—’at are ye; an’ if ye never kent that
afore, ye ken noo, onyway.”

[25] A miller’s perquisites taken in meal.

[26] Ruffled.
Babbie’s Mill. (Page 152).
Thomas Scott, the miller of Babbie’s Mill, slunk off a
sulky, crestfallen man. From that day he was WHATS IN
nicknamed “the dabbit turkey,” and turkeys became A NAME?
known in the district as “babbies,”—not a little to the
confusion of those who did not know the above incident, for it was
not uncommon to hear about “a slice of a good fat babbie;” that Mrs.
Graham had killed twenty babbies and sent them in to Edinburgh for
Christmas; and, what was perhaps more puzzling still, that Mrs.
Clark “had gotten seven babbies killed by rats in one night, but it
didna pit her very sair about, for she had as mony left as she cared
for.”
I will have occasion to fill in some of the “lights” of Dan’s character
before I finish these “Bits;” meantime I must leave him in shadow,
and proceed in the next chapter to a widely different subject.
 CHAPTER VIII.
BLINKBONNY FREE CHURCH.

“Brought freely their offerings, and with one accord

Sang, Glory and praise and worship to God!
Loud rang the exultation. ’Twas the voice
Of a free people.”

William Sotheby.

T HE formation and early history of the Free Church congregation

of Blinkbonny is the subject of the following chapter; and I feel it
to be one of special difficulty, not from any scarcity of interesting
matter, but from the fear that my treatment of it may unhappily be
misconstrued as an indirect attempt to promote sectarian interests.
Nothing is farther from my intention than to make the Established
Church compare unfavourably with the Free Church. My desire is to
present to my readers a sketch of some of the things that occurred,
and of some of the persons that were engaged about them, in as far
as my memory will enable me to recall these, not as a partisan, but
as an annalist. I disclaim any such ambitious design as to attempt to
embody in the “Bits” a description of what might be taken as a fairly
representative Free Church minister and congregation of the
Disruption times; and when I have to refer to matters relating to the
churches as a whole, I will try to confine myself to what will tend to
account for or explain the proceedings of the Free Church of
Blinkbonny, without stirring up old questions, or unduly favouring any
side.
It is not too much to say that the Disruption of 1843
was a great event, especially so for Scotland. The day DETERMIN
on which it took place, the 18th of May 1843, is a day ED,
to be remembered, as during its course a noble DARED,
spectacle of adherence to principle at great personal AND
sacrifice was witnessed, of which any nation might DONE.
justly feel proud. Nor were there awanting expressions
of admiration; for even those who took the opposite side, and
considered the Disruption as unnecessary and unwise, recognised it
as a grand exhibition of Christian courage.

“All Rome sent forth a rapturous cry,

And even the ranks of Tuscany
Could scarce forbear to cheer.”

Hundreds of highly educated men,—men of large experience and

sound judgment, many of whom had near and dear ones entirely
dependent on them, and most of them with no means of providing for
their households or themselves excepting their incomes as
clergymen,—men of like passions and wants, and weaknesses and
necessities, as are common to all mankind, left the Church of their
fathers, the Church of their life-work, the Church that they loved and
had tried to protect and beautify, because they considered that to be
their duty to their divine Master. The result has happily shown that in
Scotland, and in various parts of the world, tens of thousands both of
men and women could not only applaud such heroism as a grand
sentiment, but that they could and did rally round the heroes,
espouse their cause, and provide abundantly and with alacrity the
means not only for the supply of their temporal wants, but also for
pushing forward the cause they had at heart. Nor was personal effort
awanting; for the Disruption leaders and ministers were themselves
surprised as well as delighted by the zeal, energy, and devotion with
which persons of all ranks became fellow-workers with them in
building up the Free Church of Scotland.
The present generation knows but little of the occasional but
determined opposition that many landowners displayed, particularly
in the refusal of sites for Free churches, expecting and even
resolving that they would thereby starve the people out, and bring
them back to the Established Church.
I cannot and should not do more than refer to the great
hardships and privations to which ministers and THE HIGH
congregations were exposed, not only by the refusal of PLACES
sites for churches, but by petty tyrannies exercised on OF THE
FIELD.
them and on those who befriended, even on those
who only pitied, these humble worshippers among the fir woods of
Strathspey, on the stormy headlands of Mull or Skye, or on the bleak
shores and barren moors of the Highlands and Islands of Scotland.
Even in the Lowlands, among the pastoral solitudes of Canonbie, or
the gusty winds of Wanlockhead, said to be the highest inhabited
place in Scotland, sites were not only refused, but our common
humanity was outraged by wanton and sustained interference with
such little protection as a thin tent, an old barn, or even an old quarry
might afford; and this not only in the year of the Disruption, but for
years thereafter, until it was made the subject of parliamentary
inquiry.
To those to whom these facts are new, I would recommend the
perusal of the Annals of the Disruption Part III., recently issued by
authority of the Free Church of Scotland. Besides giving many
interesting facts of the trials and privations I have referred to, this
book tells that, owing to not being able to procure a site, the
expedient was resorted to of a floating manse—the “Betsy,” an old
boat of 12 tons burden, which, although very unfit to stand the
storms of the Atlantic, was used by the Rev. Mr. Swanson as he
passed from one stormy shore to another amongst the Highlands
and islands of Scotland, and has been immortalized by Hugh Miller
in his interesting book, The Cruise of the “Betsy.”
I had written the greater part of these “Bits,” and was asking a friend
for information on a kindred subject, when he drew my attention to
the Annals; and since I have perused the book, I add my humble
testimony to the admirable manner in which it presents the
interesting and well-told tales of those recent Scottish worthies.
The story of the determined adherence of these suffering witnesses
to their conscientious convictions in the face of ill-treatment and
persecution, reached Blinkbonny, and it awakened not only a burst of
indignation towards those who did the wrong, but it provoked a
feeling which manifested itself in substantial help, as well as
sympathetic admiration towards those who suffered the wrong; and
to this cause, coupled with the high esteem in which Mr. Barrie was
held, quite as much as to an intelligent adherence to any well-
thought-out theory of church government, may be attributed the
strong hold that the Free Church took of Blinkbonny.
The touch of tyranny laid on those distant members of
the “body, the Church,” travelled like an electric ONE
current, and proved in the case of those members TOUCH OF
more happily situated to be the touch of nature, in NATURE.
making them feel more and more “kin” to “the bound
as bound with them;” and the result was that they stood by them,
and by the principles they contended for, so firmly, that those through
whom the offence came ceased their violent dealings, and found that
the wave of truth, and principle, and progress

“Rolled not back when Canute gave command.”

Only those who know Scotch village life well could believe how much
of its variety, and interest, and conversation centres in the churches.
There is often little else to gather the folks together, and such
questions as, “Who’s to be assisting you? Is your own man at home
just now? Does he belong to ‘oor body’? Where did he sit in Stirling?
Will he be coming among us?” required nothing more to be said to
convey to nearly everybody that they were questions about the
Church.
A site was easily found for the Free church in Blinkbonny, and a
church, on what was then known as the Tanfield Hall plan, a plain
building of small gables and no architectural pretensions, was ready
for occupation before the winter had fairly set in. Previous to this, a
regular congregation had been formed. The majority of the elders
had “come out” with Mr. Barrie, so that the session was easily made
up. The Free Church also revived what most of the other churches in
Scotland had overlooked or discarded, viz. the order of deacons,
whose special function is to attend to the secular affairs of the
congregation, and who are solemnly “ordained and set apart” for that
important work; and to this more complete carrying out of the
apostolical practice may be attributed much of the success which
has attended the financial schemes of the Free Church, as it brought
into her service the active, the shrewd, the prudent, and the willing,
and provided a congenial sphere for the exercise of their talents.
The Session has as its special province the spiritual
affairs of the congregation, and as the higher court it HOMELY
affords greater scope for the exercise of the gifts of COMMENT
utterance, readiness in the Scriptures, etc., on behalf ARY.
of the members generally, but particularly towards the
afflicted, the weary, the backsliding, or the erring. The Session is,
besides, associated with the Deacons’ Court in the superintendence,
or at least the regulation, of the secular affairs; and there is thereby
secured a combination, which old George Brown characterized, on
the occasion of the proposal to elect the first deacons in Blinkbonny,
thus: “What I said after the meetin’ in the hall on the Saturday after
Mr. Barrie cam’ hame was, ‘As it were the company of two armies,’
but I didna think o’ the Deacons’ Court at the time. But I’ve been
readin’ the Acks o’ the Apostles, an’ I find that the want o’ deacons
hindered the very apostles; but when they got them the murmuring
was not only stoppit, but the number o’ the disciples increased
greatly, an’ even a great company o’ the very priests, the unlikeliest
of all kinds o’ folks, were added to the Church. I wonder what for
every kirk hasna deacons? Maybe it’s because Stephens an’ Philips
are ill to find; and I’m inclined to think that we’ll a’ find that we’ve a
great deal to learn about how to conduct kirk business o’ a’ kinds.”
I became a member of the first deacons’ court.
When our church was fit for use, we parted from our Secession
friends with a grateful sense of their generous treatment of us, which
we expressed as warmly as we could, and there is still existing much
kindly interchange of brotherly affection between the two
congregations.
When we opened the new church, we were especially gratified at the
readiness with which several persons offered to place themselves at
the disposal of the congregation, according to their ideas of what
they could do. The appointment of a church officer or beadle was
brought up at a congregational meeting; but it was very quickly
settled by Walter Dalgleish, a jobbing gardener, who had been from
the first a staunch adherent of the Free Church. “Ye’ll need nae paid
beadles,” said Walter, rising half off his seat; “I’ll serve ye in that
capacity if ye’ll alloo me, and be proud to do’t for naething.”
He proved a capital beadle, and when the funds were prosperous he
was offered a salary. His answer to this proposal was unanswerable.
“Christian friends,” said he, “I’ve been mair than paid already. Me an’
ma household have had what we read o’ in Second Samuel, sixth
chapter an’ twalth verse, how the Lord blessed Obed-edom an’ all
his household, when the ark rested in his house for three months. If
ye’re pleased wi’ me, just let me do as I’ve been doing; or tell me
hoo I can do better, an’ ye’ll no’ need to tell me twice if I can help it.”
For the leading of the psalmody, the precentorship,
there were several ready offerers. Of these, Andrew “MUSIC
Taylor, the son of Mr. Taylor, the elder already spoken HATH
of, most frequently occupied the “desk,” as the CHARMS.”
precentor’s seat was called (sometimes, however, the
“bunker”). On one occasion it was the “turn” of his worthy father to
stand at the “plate” in the lobby where the “collection” was made,
along with a deacon named William Morrison, who was by trade a
joiner, and had been working for the greater part of the summer in a
neighbouring county at a new mansion-house. Andrew Taylor had a
good voice of considerable power and sweetness, and William
Morrison did not know that he was to lead the singing that day. As
soon as his clear, silvery tone caught the deacon’s ear, he turned
quickly to Mr. Taylor, and said, “Wha’s that that’s precentin’?”
“It’s our Andrew,” said Mr. Taylor.
“Your Andrew, Mr. Taylor!” said William, extending his hand; and
taking Mr. Taylor’s, he shook it warmly. “Your Andrew! Ah, Maister
Taylor, Maister Taylor, it’s glorious a’thegither! It’s by-ordinar’ grand
to see sae mony finding out that they’re like the thousand an’ seven
hunder an’ threescore in the ninth o’ First Chronicles, ‘very able men
for the work of the service of the house of God,’ that were clean idle
before. Eh, Maister Taylor, Maister Taylor! I maun join in,—I cannot
help mysel’.”
And these two men, standing at the plate in the lobby opposite the
outer door, sent their voices into the street, for they knew the Psalms
too well to need any book; and the appropriate words added strength
to their lungs as they sang part of the 144th Psalm to the tune “New
London”:

“That, as the plants, our sons may be,

In youth grown up that are;
Our daughters like to corner-stones,
Carved like a palace fair.”

I may here state that not the least observable matter in the new state
of things was the additional meaning and force found in the Psalms
of David. Possibly they are best adapted for a militant, progressive,
almost agitated state of the Church. In our parish church, by the
same people, they had been listlessly sung and seldom “entered
into;” but in the new church, even in the reading of them by the
minister, there was new light thrown on old psalms. Many in the
congregation could be seen giving an appreciative nod, and if nearer
them, you would have heard a very slight “hem,” which meant, “I
didn’t observe that before.”
There was possibly a tendency to apply to present
circumstances what suited other and often all times; at PSALMS
all events, the psalms were sung with intense feeling. AND
To specify the favourites would be to copy a great part HYMNS.
of the Book of Psalms. If anything, the nineties had the
palm, but the forty-sixth—“God is our refuge and our strength,”
Luther’s “Ein Feste Burg”—became as popular with us as it had
been in Germany.
Perhaps this may account for the slow progress which hymns made
for many years in Scotland. Many of these noble compositions of
Christian genius are now used as vehicles of praise, and they
unquestionably have their place and power in the service of song;
but the older folks still maintain that they want “grup;” and the early
Scottish Church found ample material for expressing its aspirations
or presenting its tribute of grave sweet melody in the old Psalms of
David.
For Mr. Barrie the summer was one of special excitement. He was
much occupied with his own congregation, and with the affairs of the
Free Church of Scotland generally. He had always been a studious
man, was a fair scholar, and had given conscientious attention to his
preparations for the pulpit, and to the visitation of the sick. But he
now appeared to have got new life, and an increased power of
penetration into many parts of the Christian’s duty. Instead of
relaxing what is called in Scotland discipline, or lowering the terms of
communion, he was more emphatic than ever in pressing on all,
especially on advanced young persons, not to profess what they did
not feel. He seemed a man absorbed in his Master’s work, and his
former reading experience and observation became a magazine
whence he could draw for his ready service illustration, incentive, or
appeal.
He not only surprised others, but he was a wonder to himself.
Thoughts flowed in on him as he prepared himself in the study for
pulpit work; light broke in so as to surprise and refresh him; parts of
Scripture that seemed barren before, were now bristling with
meaning and practical lessons. What surprised him most was that he
hardly ever looked into commentaries or books of systematic
theology. The circumstances of himself and his people became so
real to him, that nearly every verse he read seemed to suggest a
good text for a sermon; and his difficulty was in arranging his
ministrations so as to give to each part its proportionate share of
attention.
“I seem to myself to be,” said he to a brother minister, “like the lame
man at the Beautiful gate of the temple. Up till now I have been lame
from my mother’s womb; but I feel as if my feet and ankle bones had
received strength, and now it is with me more like walking, and
leaping, and praising God.”
His fears as to the support of his family, which had been so very
trying to him, were now gone; and although he did little in the way of
directly stimulating congregational liberality, he in the course of his
preaching showed, what few of us had noticed before, the great
prominence that giving to God’s cause has both in the Old and New
Testaments, and its reflex influence on the Church. This went to the
hearts of the people, and they offered willingly. During the first year
the congregation raised more than had been collected in the
Established church of the parish for fifty years.
Over Scotland much of the same spirit existed. The
continuous rain of £1000 a-day, as Dr. Chalmers called “OVER
it, kept pouring on,—so much so that those who were AGAINST
looked on as martyrs in ’43, were spoken of as heroes THE
in ’44. Indeed, their heroism, like all other heroism, TREASURY
.”
was by many considered rashness; and when they
undertook to erect schools as well as churches, it was thought that
the “ship would soon get over-freighted and go to the bottom;” but it
seemed as if the more they attempted, the more they prospered,
until, like the Israelites in Egypt, the people multiplied and waxed
very mighty.
Well do I remember the evening of our first annual soiree. The
treasurer’s report told of some £400 paid, and other £300 promised.
As soon as it was finished, Mr. Barrie stood up, and without book,
without even giving out the number of the psalm, repeated with great
vigour:

“When Sion’s bondage God turn’d back,

Like men that dream’d were we;
Then filled with laughter was our mouth,
Our tongue with melody,” etc.

The singing was hearty.

The experience of hundreds of Free churches in Scotland was
similar to that of Blinkbonny; and when we consider that the
members were a moiety of what those of the Established Church
had been previous to the Disruption, and that they had not been
trained to systematic giving (for it is matter of history that the
contributions of the Church of Scotland previous to 1843, for
charitable and religious purposes, were utterly disproportionate to
her wealth, and fell far short of what the Dissenters of the period
raised), we are the more struck with the stream of devout and
intelligent liberality which flowed into the Free Church treasury
steadily and continually, and which is still flowing.
The years 1844–1847 were severe years for the
country. Owing to the potato disease and consequent MORE TO
dulness of trade, poverty and want came to many a FOLLOW.
door, and hundreds not only denied themselves
luxuries, but many things formerly considered necessaries were
more sparingly used, in order to alleviate the distresses of suffering
Ireland and the Highlands, as well as the general poor; and instead
of the one call interfering with the other, both were promptly and
nobly met, to an extent that would have been declared unattainable
a few years before.
I cannot refrain from making special mention of the cause of foreign
missions. It can readily be supposed that with churches, and
manses, and in many places schools, to build, and the ministry to
support by spontaneous contributions, with no fixed source of
income, and little experience of voluntary liberality, the Free Church
would have had so much to do at home that there was neither call
nor means to undertake foreign mission work.
The mission question was a perplexing one. The missionaries of the
Church of Scotland, being out of the arena of immediate conflict, yet
conversant with the matters in dispute, were as well qualified as any
men could be to judge of the points of contention; and their decision
as to whether they would declare themselves as adhering to the
Established or Free Church, was anxiously looked for.
To all human appearance the Free Church could do nothing for
them,—certainly could guarantee nothing. However willing their spirit
might he, their flesh seemed in this matter helplessly weak.
Moreover, the “Non-Intrusion” matter was a home question, and did
not directly affect the missionaries, and the Established Church had
still great wealth and power without any such extra call on her
resources.
The decision of the missionaries was unanimously and resolutely in
favour of the Free Church. When this fact was announced to the
Assembly at its meeting in Glasgow in the autumn of 1843, it created
intense excitement. The enthusiasm was indescribable. For some
minutes the meeting was a Babel of cheering, and shouts of joy, and
mutual congratulations, friend rushing to friend to relieve their
feelings by violent shakings of hands; and every now and again
during the meeting the pent-up gladness exploded vociferously.
The Free Church had already undertaken enormous responsibilities.
Would they assume this additional one? Dared they? Was it not a
question of the certain king who had ten thousand soldiers to meet
twenty thousand? Had they a clear call to go forward? It was a
solemn question. Yes required strong—very strong faith. Would they
say Yes? No was the loud answer of sight,—clearly, unquestionably,
No.
The foundation of the Home Church had been laid in
FROM a way that was wonderful in their eyes. Was the
POLE TO building ready for this grand cope-stone?
POLE.
“It will crush it to atoms,” said the adversary.
“Never!” was the triumphant reply. “Who art thou, O great mountain?
before Zerubbabel thou shalt become a plain; and he shall bring
forth the headstone thereof with shoutings, crying, Grace, grace unto
it!” And the support of the missionaries and mission stations was
undertaken with enthusiasm.
All the funds collected for the mission cause were of course in the
hands of the Church of Scotland, and retained by it, although these
had been largely supplied by those who now formed the Free
Church. The mission premises abroad were also kept by them, and
even the mission libraries and educational appliances, although
these had been mostly brought together by the personal efforts or
friends of the missionaries, so that the Free Church got the living
men only.
This was according to the letter of the law, but many of the best men
in the Established Church strongly insisted on the funds, etc. being
partly apportioned to the Free Church, and that the property should
go with the missionaries, as equity and consistency alike indicated,
even in the things that were Cæsar’s. A reverend father of the
Established Church thus expressed himself on this subject:
“The question yet to be settled is, are they ours? Did I say yet to be
settled? That depends on the court in which the question is tried. In
the highest court, the decision of the greater than Solomon would be
in this matter in favour of the Free Church. ‘Give her the living child,
she is the mother thereof;’ this has already been done, and it is a
mean thing to send her empty away.”
When it was proposed to contribute regularly for foreign missions in
Blinkbonny, the more experienced members deemed it inexpedient
until our home affairs were put on a sure basis, but some of the
ladies espoused the cause keenly. They with some difficulty
prevailed on Mr. Taylor to introduce the subject at a general meeting.
His speech was far from being hearty; it was a mere question,
“Could the members give to any scheme they liked?”
“Certainly,” replied the chairman.
“Well, there are some that want to give to the missionaries, and I
think we should appoint a committee.”
This was done, and before a year had passed £42 were collected.
Strange to say, the other schemes seemed to suffer so little, that
even George Brown, who was one of the most timid, “thocht the folk
were made o’ siller.”
How different this was from what we had done for
missions in the old Church! I remember of the well-to- GUDE
do farmer of Ramsay lands asking me for two SILLER.
sixpences for a shilling, adding, “Isna this a collection
for the missionaries? I fancy we’ll hae to gi’e them a saxpence.” Next
week he gave to a curling club a silver medal.
He was justly esteemed as a good, kind man, but his “saxpence” not
unfairly represents the ideas of the times on the subject of missions.
It took a considerable time to reconcile the older folks to the exercise
of missionary liberality. As I was coming from a meeting in which the
missionary treasurer had announced that there had been collected
for foreign missions during the previous year upwards of £42, James
Wilkie, an old gamekeeper, spoke thus:
“Mr. Martin, did I hear richt, think ye? did our treasurer say that we
(?) had gathered forty-twa pound for thae missionars?”
“Quite right,” said I; “forty-two pounds odds, James.”
“It’s a great heap o’ siller,” said he; “div ye no’ really think that it’s a
pity to see a’ that gude siller gaun out o’ the country?”
I will close this chapter with two reminiscences of Dr. Duff in the Free
Church General Assembly.
The Home Mission report was being commented on by Sheriff
Monteith. He said that home missions had not the romance about
them that foreign missions had.
Dr. Duff sprang to his feet with a bound like a tiger springing on its
prey, and said something like this:
“Romance, sir! Romance did I hear you say!—romance? Are the
burning suns of India romance? leaving home and kindred, and ease
and comfort, romance? exposing your family to the horrors of
heathenism, romance?” At each sentence he stepped nearer Sheriff
Monteith, until, while saying something rather personal about not
leaving his comfortable table to visit the dens of infamy in the
Cowgate, his clenched fist was dangerously near the Sheriff’s face. It
was not a long speech, but the look of burning indignation with which
he delivered it, and the energy of his gesticulation, told powerfully. At
the last words, “Romance, forsooth!” he sat down exhausted.
Never was “oil thrown on the waters” with more quiet
force and effect than by Dr. Buchanan on that THE
occasion. A few words sufficed, words of remarkable FLOWERS
dignity and tenderness, and at their close he took O’ THE
FOREST.
Sheriff Monteith by the one hand, and Dr. Duff by the
other, and with great heartiness they shook hands on the platform of
the Assembly amidst the loud applause of the audience. I thought
then, and I think yet, that I never saw three as fine-looking, noble-
hearted Christian gentlemen,—certainly never grouped on such a
striking occasion. It seemed to me to be a living group representing
Faith, Hope, Charity, but I would not undertake to determine which
was which.
My other reminiscence is of the evening meeting after the union of
the Free Church with the Original Secession Church. I can recall Dr.
Duff’s massive, sunburnt face, his thick, erect, bristling hair, and his
perfervid eloquence.
He spoke of looking out on his return from India for the grand old
ministers he used to meet in his younger days. “Where were Dr.
Andrew Thomson, Dr. David Dickson, old Dr. McCrie, Dr. Chalmers?”
Not in the haunts of living men. He had to go to the graveyards and
content himself with honouring their memories; and it made him feel
as if

‘The flowers o’ the forest were a’ wede away.’

But when he returned to the familiar streets, he forgot his grief as he

saw Dr. McCrie, the worthy son of a worthy father, Dr. John Brown,
Dr. Grey, Dr. Glover, and such men carrying aloft the standard of the
Master. Truly great was the multitude that published the good news
in Scotland, but what of India with its tens of millions? How was the
Church discharging its duty to the heathen world?
He then said with a persuasive smile: “A mother in Scotland thus
showed her loyalty for an earthly prince:

‘I hae but ae son, my brave young Donald,

But gin I had ten they wad follow Prince Charlie.’

Why not the same, why not greater devotion to the Prince of Peace,
the King of kings? I ask not the tens, although that would be but
right, but in this day of small things I ask but one in ten.”
 CHAPTER IX.
BELL AT HOME IN KNOWE PARK.

“An’ wow but the lassie was pawky an’ slee,

For she smiled an’ she smirkit till a’ man,
Growin’ a’bodie’s bodie, baith muckle an’ wee,
An’ our folk wadna let her awa’, man;
For when there was trouble or death in the house,
She tended the sick-bed as quiet as a mouse,
An’ wrought three folks’ wark aye sae canny an’ douce,
Ye wad thocht she did naething ava, man.”

James Ballantine.

A LTHOUGH Mr. Walker found, when he came to the parish of

Blinkbonny, that the congregation was very much smaller than it
had been under Mr. Barrie, he did not manifest a spirit of rivalry
towards the Free Church; and, as his pulpit work did not require
much preparation, owing to his having a good stock of sermons to
fall back on, he set himself first to visit every house in the parish. He
was a kind, sensible, neighbourly man, and had a quiet way of giving
useful hints, and, where needed, remonstrances or reproofs that
often produced good effects.
While Mr. Morrison, the Secession minister, was the best theologian,
and Mr. Barrie the best preacher, Mr. Walker was the best pastor.
When one met Mr. Morrison, he was “complaisant” and heavy. Mr.
Barrie was polite, but he seemed at one time abstracted, and at
another as if he was too late for some engagement; but Mr. Walker
was courteous, affectionate, interesting, and interested. In their
preaching, Mr. Barrie was the most rousing and popular, Mr.
Morrison the most profound and exegetical, Mr. Walker the most
sympathetic and practical. Next to the Bible, Mr. Walker’s favourite
book for pulpit preparation was Matthew Henry’s grand old
Commentary. Mr. Morrison, on the other hand, consulted a great
variety of authorities, ranging from Augustine and the Fathers to
Robert Hall. Mr. Barrie drew largely from Calvin, Boston, Flavel, and
the Puritan divines, as well as from the church historians, Knox,
Neander, d’Aubigné, McCrie, etc.; and between the three, Blinkbonny
was well off for ministers.
Mr. Walker took great interest in the administration of
the poor laws, and as a member of the Parochial TO ALL
Board he pled the cause of the deserving, and firmly THE
opposed the demands of the indolent or lazy, got up COUNTRY
DEAR.
local flower-shows, and gave cottagers and others
useful hints as to their gardens, so much so that these became the
pride of the place. He was unsparing in his extermination of all
preventable nuisances and everything injurious to the health of the
community, tried to get a better play-green for the boys, joined in the
game of curling, and, stout as he was, he was a tough opponent, but
at the same time a very pleasant man to play with. Although he
never intruded his profession, he never forgot, far less disgraced it,
and Blinkbonny soon came to look on him as the most useful man in
the place—just a very fine man; and although leisurely in some of his
ways, he was well qualified to take an active part in public affairs.
He seldom passed any remark about the doings of the Free Church,
and those he did pass were of an inoffensive kind. He did not
grumble at their successes, nor did he show any ill-feeling towards
its adherents. Certainly he wondered at the interest their services
seemed to excite, and the money they could command. He thought
there were too many meetings and evening services, which might
interfere with family and domestic duties; that they were in danger of
spiritual pride (there he was right); but he thought upon the whole
that good was being done,—at least he hoped so, and as the
minister of the parish, he rejoiced in everything that promoted its real
welfare.
He had a few good sermons, and was especially proud of a series of
lectures on the parables. These he had commenced to re-deliver,
although he did not do so in strict chronological order. One of his
best, he thought, was on the Ten Virgins; but he felt crestfallen when,
after asking an old friend’s opinion of it, he was answered:
“Mr. Walker, I’ve heard that lecture twenty years ago, and middling
often since then. The virgins are auld maids by this time; ye should
either marry them off or let them alane.”
The lecture Mr. Walker thought his very best was about the sower
going out to sow. It was a congenial subject, as he had given
agriculture very great attention, and he actually made it into two
lectures, thus spreading it over two Sabbaths. He had preached the
first half, and intimated that on next Sabbath he would resume the
subject, and hoped to conclude it. Unluckily for him, an eminent
clergyman from Edinburgh was to preach in the Free church on that
day, and for the first time he felt chagrined at seeing a very small
audience in his church.
He said to his candid friend John Tait, on the following Monday, “that
he was sorry to see so few folk in church yesterday. If I know myself
at all, I feed my people with the finest of the wheat, and my memory
of what Mr. Mc—— was at college and in the hall is, that he was an
indifferent scholar, although a showy speaker.”
Johnnie’s reply was at least honest: “Oh ay, Mr. Walker, nae doubt,
nae doubt ye gi’e us as ye ca’t the finest o’ the wheat; but our wife
bakes the best wheat scones in the kintra-side, and even they are
the better o’ a little butter or jelly or honey to them; and maybe ye’re
a wee scrimpit o’ that sort o’ kitchen to mak’ your substantial fare
mair toothsomer.”
Between Mr. Barrie and Mr. Walker the intercourse
“ON was cordial, although not familiar. And Bell got
HOUSEHO reconciled to Mr. Walker, and even jealous of him
LD CARES when she saw that the manse garden and park were
INTENT.”
fully as productive as they had been under her
management, although not quite so tidy.
The miracle already referred to, of how Mrs. Barrie could do what
she did, and as she did it, on the income they had, still continued to
exercise the wondering attention of the neighbourhood.