execute every such act, deed, conveyance, or assurance in the law whatsoever, for more effectually or satisfactorily granting, confirming, or otherwise assuring the said remainder in fee-simple, or (if the said estate for life shall have determined) the fee-simple in possession of the said messuage, close, hereditaments, and premises, with the appurtenances, according to the direction of the said [grantees] respectively, their respective heirs or assigns, as by the said [grantees] respectively, their respective heirs or assigns, or their respective counsel in the law, shall be reasonably advised and required, and as shall be tendered to be done or executed. IN WITNESS &c.

ASSIGNMENT.

Parties.

No. 12.

ASSIGNMENT of a Lease for Years.

THIS INDENTURE, made the

day of, in the year of our Lord, BETWEEN [assignors], of &c., of the first part; [legatees of deceased assignee], of &c., of the second part; and [assignee], of &c., of the third part. WHEREAS, by inden-of a lease for ture of lease bearing date the day of in the year

RECITALS

years;

-that the lease became vested in the deceased assignee;

and made between [lessor], of the one part, and [lessee], of the other part, the said [lessor] did demise unto the said [lessee], All [parcels] with their appurtenances, To hold unto the said [lessee], his executors, administrators, and assigns, for the term of years, to be computed from the day of -, at the yearly rent of £ payable in even portions, half-yearly, on the day of and the day of and subject to the covenants and conditions therein contained on the part of the lessee, his executors, administrators, and assigns, to be observed and performed. AND WHEREAS, by virtue of mesne assignments and of other acts in the law, and ultimately of an indenture of assignment bearing date

in the year

and made between

of the deceased assignee's will, bequeathing the lease as part of the residue;

[parties], the said demised premises, with their appurtenances, became vested in the said [deceased assignee] for the residue then unexpired of the said term of years, subject to the said rent, covenants, and conditions. AND WHEREAS the said [deceased assignee] made and published his last will and testament in writing, bearing date the 5th day of September, 1832, and thereby, after certain pecuniary and specific bequests, which specific bequests did not comprise or affect the said demised premises or any of them, gave and bequeathed the residue of his personal estate unto the said [legatees] in equal shares as tenants in common, and appointed the said [assignors] executors of his said will. AND WHEREAS the said tes--death of testator and protator died without having revoked or altered his said recited bate of will; will, which was proved by the said [assignors] on the of, in the year, in the Prerogative Court of the Archbishop of Canterbury. AND WHEREAS all the debts and that his debts the funeral and testamentary expenses of the said testator, and the pecuniary legacies bequeathed by his said will, have been satisfied, and after satisfaction thereof there remains a clear residue of his personal estate, which residue consists partly of the leasehold tenements and premises hereinbefore described. AND WHEREAS the said [legatees], as residuary devisees or legatees under the said recited will, with the privity (41)

day

of

&c. have been

paid;

contract for sale by resi duary legatees,

As to the competency of legareal to make a

tee of chattel

title;

(41) The personal estate of the testator vests primarily in the executors, for the general purposes of administration, and nothing vests in the legatee till the executor assents to the bequests; it follows, that even a specific bequest of leaseholds for years is not in itself sufficient to enable the legatee to make a title to a purchaser. In every case, but more especially in the case of a residuary bequest, not merely the assent of the executor, but his concurrence in an actual assignment of the term should be procured. A purchaser cannot be advised to rely on a title derived under the legatee alone, where the legal title of the executor is not negatived by the lapse of time and facts inconsistent with its continuance. On the other hand, a of the legal purchaser is generally safe in dealing for a chattel with the legal personal personal reprerepresentative of the deceased owner, without the concurrence or consent of even a specific legatee, unless the disposition made by the personal representative be obviously not conformable to the course prescribed for the administration of assets. Thus, it is the universal practice to deduce the title to a long term of years, whether satisfied or unsatisfied, by pursuing the chain of legal personal representation, without regard to any specific or general bequest in the wills of the testators through whom the term has de

sentative.

of the execu

tors.

TESTATUM.

with the privity the said [assignors], as executors of the said will, have contracted with the [assignee] for the sale to him of the said leasehold tenements and premises for the residue of the said term of years therein, subject to the rent, covenants, and conditions aforesaid, at the price of £. NOW THIS INDENTURE WITNESSETH, that, in pursuance of the said contract, and Consideration. in consideration of the sum of £- paid by the said [assignee], with the privity of the said [assignors], as such executors as aforesaid, to the said [legatees], at or before the execution of these presents, the receipt of which sum the said [legatees] hereby acknowledge, and therefrom hereby release and discharge the said [assignee], his executors, administrators, and assigns, and also in consideration of 10s. at the same time paid by the said [assignee] to the said [assignors], the receipt whereof is hereby acknowledged, The said [assignors], as such executors as aforesaid, by the direction of the said [legatees], Have and each of them Hath assigned and transferred, and by these presents Do and each of them Doth assign and transfer, And the said [legatees] Have and every of them Hath aliened, released, and confirmed, and by these presents Do and every of them Doth alien, release, and confirm unto the said [assignee], All the said piece or parcel of ground, messuage, or dwellinghouse, tenements, and premises demised by the said recited indenture of lease of the day of, Together with the All estate, &c. rights, members, and appurtenances thereunto belonging; And also all the estate, right, title, term, and interest of the said [assignors] and [legatees] respectively, and every of them, in or to the same premises; And also the said recited indenture of lease, and all mesne assignments thereof, and all other documents and evidences in the possession or power of the same

Operative words.

Parcels.

Deeds, &c.

volved. On this subject the following opinion was given by a gentleman of great eminence: "As I understand the law, the term or the mortgage debt is not in the legatees by assent. The debt could not pass to them by assent, and, in my opinion, the term has not passed to them, even if, in point of law, a term, part of a residue of personal estate, can pass by mere assent without assignment. Were a suit for redemption or for foreclosure necessary, the residuary legatees would not be necessary or even proper parties to the suit; and as they would not be necessary parties to a suit, they are not necessary parties to an assignment." It would, however, be difficult to maintain that an assignment is essential even in the case of a residuary bequest; though it is far more satisfactory than a mere assent.

HABENDUM, for the residue of the term, subject to the

nants.

Covenant by the assignors that incumbered.

they have not

parties, or any of them, relating to the title to the said premises: To HAVE AND TO HOLD the said piece or parcel of ground, messuage, or dwelling-house, tenements, and premises hereby assigned, or intended so to be, with their appurtenances, unto the said [assignee], his executors, administrators, rent and coveand assigns, for the residue now unexpired of the said term of years, granted by the said recited indenture of lease, subject to the said rent, covenants, and conditions therein respectively reserved and contained on the part of the lessee, his executors, administrators, or assigns, to be paid, observed, and performed. And the said [assignors], (so far only as concerns their own respective acts and defaults), for themselves respectively, and their respective heirs, executors, and administrators, hereby severally covenant with the said [assignee], his executors, administrators, and assigns, that the said [assignors] respectively have not done or permitted any act, matter, or thing whereby the said tenements and premises hereby assigned, or intended so to be, or any part thereof, are, is, shall, or may be incumbered or prejudicially affected. And Covenants by the said [legatees], but so as to charge each of them in da- the residuary legatees (remages to the extent only of his share of the said purchase- stricted to their money of £, for themselves respectively, and their respec- purchasetive heirs, executors, and administrators, hereby severally cove- money); nant with the said [assignee], his executors, administrators, and assigns, that, notwithstanding any act, matter, or thing that the lease done or permitted by the said [assignors and legatees], or any of them, or by the said [deceased assignee], deceased, to the contrary, the said recited lease is a valid and subsisting lease, and not liable to be defeated by re-entry or otherwise; And for right to that, notwithstanding any such act, matter, or thing as afore- assign; said, the said [assignors and legatees], or some of them, now have in themselves, or one of them now has in himself, good right by these presents to assign or otherwise assure the said premises hereby assigned, or intended so to be, with the appurtenances, unto the said [assignee], his executors, administrators, and assigns, for the residue now unexpired of the said term of years in manner aforesaid, according to the true intent of these presents; And further, that it shall be lawful for quiet enfor the said [assignee], his executors, administrators, and as- joyment; signs, henceforth, during the continuance of the said term

shares of the

is valid;

from incumbrances;

-for further

assurance.

of years, peaceably and quietly to hold and enjoy the said premises, and to take the rents and profits thereof, subject to the said rent, covenants, and conditions, without any eviction or denial from or by the said [assignors and legatees], or any of them, or any person or persons rightfully claiming or to claim through, under, or in trust for them or any of them, or -for freedom through or under the said [deceased assignee], deceased, Free and clear, or by the said [legatees], or some one of them, their or some one of their heirs, executors, or administrators, kept indemnified from or against all former and other estates, rights, titles, charges, and incumbrances, created or occasioned by the said [assignors and legatees], or any of them, or by the said [deceased assignee], deceased, or any person or persons claiming or to claim through, under, or in trust for them or any of them, or through or under him; And also, that the said [assignors and legatees] respectively, and every person rightfully claiming or to claim through, under, or in trust for them or any of them, or through or under the said [deceased assignee], deceased, (except the person or persons for the time being entitled to the benefit of the said rents, covenants, and conditions, in respect only of such benefit), will, at any time or times, at the request and costs of the said [assignee], his executors, administrators, or assigns, make, do, or execute every such act, deed, assignment, or assurance, for more effectually assuring the said premises hereby assigned, or intended so to be, or any part thereof, unto the said [assignee], his executors, administrators, or assigns, for the residue which shall be then unexpired of the said term of years, according to the true intent of these presents, as by the said [assignee], his executors, administrators, or assigns, or his or their counsel in the law, shall be reasonably advised and required, and as shall be tendered to be done or executed. And the said [assignee], assignee to pay for himself, his heirs, executors, administrators, and assigns, rent and perform covenants, hereby covenants with the said [assignors], their executors and indemnify assignors. and administrators, That the said [assignee], his executors, administrators, or assigns, will henceforth pay the said rent, and observe and perform the said covenants and conditions respectively reserved and contained in the said recited indenture of lease, and will also effectually keep indemnified the said [assignors], as such executors as aforesaid, their heirs, executors, and

Covenant by