ContentsAPPENDIX II.

ContentsAPPENDIX II.

TEXT OF AGREEMENT CONSTITUTING PUNCH.

Articles of Agreement indented made and entered into this fourteenth day of July—in the year of our Lord One thousand eight hundred and forty one Between Henry Mayhew of Number 3 Clements Inn in the County of Middlesex Gentleman Mark Lemon of Number 12 Newcastle Street Strand in the said County of Middlesex Gentleman and Joseph Stirling Coyne of Number 14 Fludyer Street in the City of Westminster Gentleman of the first part Ebenezer Landells of Number 32 Bidborough Street in the Parish of Saint Pancras in the County of Middlesex Engraver of the second part and Joseph Last of Crane Court in the City of London Printer of the third part.

It is Agreed between the persons parties hereto each so far as the stipulations hereinafter contained are to be performed by or are applicable to him respectively.

First.

That there shall be published a periodical Work to consist of humorous and political Articles and embellished with Cuts and Caricatures to be called "Punch or the London Charivari" the same to be published in weekly numbers on every Saturday after the date of these presents every such number to be contained in and fill one sheet of double demy of Sixteen pages each page to contain two Columns except the pages containing advertisements each of which are to contain three Columns and that the average size of the Type shall be brevier solid.

Second.

That the persons parties hereto of the first part shall be the Editors of the said work. That the said Ebenezer Landells shall be the Engraver to the same work and that the said Joseph Last shall be the Printer thereof.

Third.

That the said Editors shall supply the said Ebenezer Landells (by delivering the same at Number 12 Newcastle Street Strand the present Office of the Editors of the said work or other the Office for the time being of the said Editors) with written suggestions for subjects for the Cuts for illustration and embellishment of the said work such suggestion for the Cut or Cuts on page 9 of each number (and which page is to be filled with one or more Cut or Cuts and letterpress in explanation thereof) to be furnished at least on the fourteenth day—preceeding [sic] the day on which the number in which they are to be contained is to be published and such suggestions for other Cuts to be furnished one half on the Eighth day and the other half on the Seventh day preceeding the day on which the number in which they are to be contained is to be published such Fourteenth and Seventh days to be reckoned exclusive of such last mentioned day.

Fourth.

That provided the said Editors shall supply the said Ebenezer Landells with such written suggestions as aforesaid he shall as such Engraver as aforesaid deliver the blocks in which such Cuts shall be Engraved to the said Joseph Last as such Printer as aforesaid (such delivery to be at the Printing Office for the time being of the said Joseph Last) at latest by Eight o'Clock in the Evening of the Tuesday next preceeding the day on which the number in which they are to be contained is to be published.

Fifth.

That the said Editors shall supply the said Joseph Last (by delivering the same at his Printing Office for the time being) with the matter (exclusive of Cuts) necessary for each number of such work in the proportions following—namely half at latest by the Monday preceeding the day on which the number to contain such matter is to be published One quarter more at latest by the Tuesday at noon preceeding such last mentioned day and the remaining one quarter at latest by Six o'clock in the Evening of the last mentioned Tuesday.

Sixth.

That if the said Cuts and Matter shall be so supplied to the said Joseph Last as aforesaid he shall print and deliver at the publishing Office for the time being of the said work and at latest by Five O'clock in the Afternoon of the Wednesday preceeding the day on which the number to contain such Cuts and Matter is to be published so many such numbers of the said Work as shall be required for Country Circulation And shall also print and deliver at the said Publishing Office and at latest by Eight O'clock in the Morning of the Thursday preceeding the last mentioned day so many such numbers as shall be required (not exceeding Two hundred quires) for Town circulation and shall also print and deliver at the said publishing Office after the last mentioned Thursday when and as they may be reasonably required so many more such numbers as may be required.

Seventh.

That the publisher for the time being of the said work shall be the person by whom all Sales of the same Work shall be made and who shall receive all monies in respect of such Sales but all such Sales shall be made on account of the persons parties hereto proprietors of the said Work and all accounts against debtors shall be sent in and delivered to them as being indebted to the said proprietors.

Eighth.

That the said several persons parties hereto shall be entitled to the profits arising from the said work as hereinafter mentioned in that behalf but before any sum of money or any other thing shall be adjudged profits or in the nature of profits the said persons parties hereto of the first part shall as such Editors as aforesaid be entitled to receive out of the assetts in respect of the said Work on every Saturday next after the date of these presents the sum of Twenty pounds and the said Ebenezer Landells and Joseph Last shall be entitled to receive out of the same assets on every Saturday next after the date of these presents the amount of their respective Bills (duly audited and allowed as hereinafter mentioned) in respect of the Engraving for and printing of the said Work respectively—The said Editors to be entitled to the said Weekly sums in equal shares and proportions.

Ninth.

That all claims and demands in respect of the said Work (including those of the said Ebenezer Landells and Joseph Last for Engravings for and printing of the said Work) shall be sent in to and delivered at the said Editors Office on every Saturday Evening by Eight O'Clock at the latest that on every Saturday Evening after the date of these Presents at Eight o'Clock a Meeting shall be held of the several persons parties hereto at No. 12 Newcastle Street Strand or other the Office for the time being of the Editors of the said Work—at every of which Meeting shall be present at least one of the said Editors and one other of them the said Ebenezer Landells and Joseph Last and at every such meeting all claims and demands on and in respect of the same Work shall be audited and allowed by the parties present at such Meeting and the publisher of the said Work and all other persons shall attend at such Meeting and bring all monies which may since the last Meeting have been received in respect of the sale of the same Work or otherwise on Account thereof and pay the same over to the parties constituting such Meeting and such parties shall out of such monies in the first place pay all expences of Advertising, Cost of paper, salary to the publisher Rent of any premises necessary for conducting the said Work and all other incidental outgoings and expences whatsoever which shall have been incurred in respect of the said Work and which shall have been duly audited and allowed as aforesaid (other than those which shall be payable to the parties hereto as such Editors Engraver or printer as aforesaid) and then in the next place in paying to the several persons parties hereto all their claims and demands in respect of the same Work as such Editors Engraver and printer as aforesaid.

Tenth.

That in case the last mentioned monies shall not be sufficient to pay and satisfy the outgoings and expenses concerning the same Work (other than those which shall be payable to the parties hereto as such Editors Engraver and printer as aforesaid) then the deficiency shall be made good out of any monies which [may] be received on any subsequent Saturday or (if received) by monies raised from the sale of any of the assetts in respect of the said Work so that at no time shall any of the several persons parties hereto receive any money as such Editors Engraver or printer as aforesaid until all other claims and demands on and in respect of the said Work shall be fully paid and satisfied and in case the assets in respect of the said Work shall not be sufficient to pay and satisfy the outgoings and expenses concerning the same Work (other than those which shall be payable to the parties hereto as such Editors Engraver and printer as aforesaid) then the deficiency shall be borne paid and defrayed by the said Henry Mayhew Mark Lemon Joseph Stirling Coyne Ebenezer Landells and Joseph Last in equal proportions and in case the assets in respect of the said Work shall not be sufficient or no more than sufficient to pay and satisfy the claims and demands concerning the same Work other than those which shall be payable to the parties hereto as such Editors Engraver and printer as aforesaid then the said parties hereto shall not have any claim the one against the other in respect of any such claim or demand and in case the said assetts shall be more than sufficient to pay and satisfy the claims and demands concerning the said Work other than those which shall be payable to the said parties hereto as such Editors Engraver and printer as aforesaid but not sufficient to pay the entirety of the claims and demands of such Editors Engraver and printer then such Editors Engraver and printer shall be entitled to such surplus assetts by an equal pound rate according to the amount due to the said Editors at the rate of Twenty pound per Week as aforesaid and the amount of the respective Bills of the said Ebenezer Landells and Joseph Last as such engraver and Printer as aforesaid.

Eleventh.

That after all claims and demands in respect of the said Work (including those of the said Editors Engraver and printer as aforesaid) shall be fully satisfied the said Henry Mayhew Mark Lemon Joseph Stirling Coyne Ebenezer Landells and Joseph Last shall be entitled in equal proportions to the net gains and profits arising from the said Work to and for their own use and benefit absolutely such division of profits to take place as far as may be on the Saturday in which they shall be declared—And all the assetts in respect of the said Work after answering all claims and demands against the same shall belong to the last mentioned persons in equal shares and proportions to and for their own use and benefit absolutely.

Twelfth.

That the copyright of the said work including the wood and other cuts therein and the designs therefore shall belong to the parties hereto and so also shall all perquisites such as Books or other articles sent for review Tickets for Theatres Exhibitions and other places and all other things and matters incident to the said Work.

Thirteenth.

That in case the said Editors shall make default in supplying the said Ebenezer Landells with written suggestions in in breach of the clause hereinbefore contained numbered 3 then for every such default they shall pay unto the said Ebenezer Landells the sum of One pound ten shillings And in case the said Ebenezer Landells shall make default in delivering to the said Joseph Last the blocks in breach of the clause hereinbefore contained numbered 4 then for every such default he shall pay unto the said Joseph Last the sum of One pound ten shillings And in case the said Editors shall make default in supplying the said Joseph Last with matter in breach of the clause hereinbefore contained numbered 5 then for every such default they shall pay unto the said Joseph Last the sum of One pound ten shillings And in case the said Joseph Last shall make default in printing and delivering the numbers of the said work in breach of the clause hereinbefore contained numbered 6 then for any such default he shall pay unto the said Editors the sum of Fifteen shillings and unto the said Ebenezer Landells Fifteen shillings such payments to be respectively paid as liquidated damages and on the Saturday next after the defaults respectively shall have been made and may from time to time be deducted out of any monies which may be payable to the party making such default under any stipulation herein contained.

Fourteenth.

That a proper Book of account shall be kept by the said publisher whose duty it shall be without delay to enter therein all such just and proper entries as a publisher ought to enter and proper entries shall be made in the same Book of all receipts and payments and all accounts matters and things in respect of the said Work and be kept with all vouchers and writings which may relate to the same work in the publisher's Office for the time being of the said work and not elsewhere for the inspection and perusal of each of the parties hereto his executors and administrators and whereto each of them may at all times resort and take copies thereof or extracts therefrom at their free will and pleasure and that the same Book shall at each of the aforesaid Weekly meetings be laid by the said publisher before the persons parties hereto attending the hereinbefore mentioned weekly meetings respectively which person shall at each such Meeting then and there make up state and balance the said Book and sign the same when so made up stated and balanced and the same shall within one week afterwards be signed by such of the parties hereto as may not have attended the weekly meeting in which such Book shall have been lastly stated and balanced and after such signature each of them shall be bound and concluded therein unless some manifest error to the amount of Five pounds or upwards shall be found therein and signified by either of the parties to the other within six calendar months next after the taking of such accounts respectively in which case the error shall be rectified but no other par of the said account shall be impeached or disturbed.

Fifteenth.

That the getting up of the work shall be executed in all respects in the best possible manner by all the parties hereto and each party shall be just and true to each other in all matters and things relating to the said Work.

Sixteenth.

That the whole conduct of the said work as well with regard to the Editing printing designing engraving and publishing thereof as every other matter and thing connected therewith or incidental thereto and the expenses thereof respectively shall in case there be any difference about the same be decided by a majority of the votes of the several parties hereto the said Ebenezer Landells being entitled to one vote the said Joseph Last to one other vote and the parties hereto of the first part or any two of them to one other vote the vote of the last mentioned parties or any two of them being to be taken for the purpose of such voting but as one person only.

Seventeenth.

That any person may retire from this Agreement and from all concern in the said Work on leaving at the Publisher's Office for the time being of the said Work Twenty one days notice in writing of his intention so to do such Notice expiring on a Saturday.

Eighteenth.

That upon the retirement of any such person as aforesaid the assetts belonging to the said work (including debts) shall at the joint expence of the persons parties hereto be valued by three indifferent and competent persons in the publishing business who shall take upon themselves the office of such valuation one to be chosen by the said Editors another by the said Ebenezer Landells and the third by the said Joseph Last within one week after such retirement and in case any or either of the said parties shall for any cause whatever not nominate such valuor on his or their behalf within the said week then a valuer may be nominated by the valuer or valuers chosen by the party or parties who may be willing to proceed with the said valuation and such valuor so nominated as last aforesaid may with the valuer so previously nominated (in case only one of such parties shall have nominated a valuer) nominate a third valuer to carry into effect the aforesaid valuation And in case such third valuer shall not from any cause be nominated within one week after two valuers shall have been nominated then such third valuer may be nominated by the Clerk of nisi prius of the Court of Queens Bench for the time being on the application of any party hereto who shall first make application to him for that purpose And in case of the death of any of the said valuers another or other may be chosen in manner hereinbefore set forth And after such valuation shall be made known it shall be lawful for the persons parties hereto (other than the person so retiring as aforesaid) to purchase the whole (but not a part of) the share and interest of the Party so retiring in the net assetts belonging to the said work and the parties so purchasing as aforesaid shall enter into a Bond in a sufficient penalty with two good and sufficient sureties for securing to the party so retiring the payment of the amount of such his share and interest ascertained by such valuation as aforesaid at the respective periods of three six nine and twelve calandar months next after such retirement with interest at the rate of five pounds per cent. per annum from the time of such retirement payable quarterly in the meantime That in case of the death of either of the said persons parties hereto a valuation shall be made of the assetts belonging to the said Work (including debts) in the manner hereinbefore stipulated the executors or administrators of the deceased partner being substituted for such deceased party and the surviving parties shall have the option of purchasing the share of the party so dying of and in the said assetts upon the same terms as are hereinbefore mentioned in case such party had retired as hereinbefore provided That in case either person shall become Lunatic or Imbecile or from any cause prevented from attending to the business of the said Work as hereinbefore provided for the period of two entire calendar months he shall to all intents and purposes be considered to have retired from this Agreement and from all concern in the said Work as fully and effectually as if he had given notice under the clause hereinbefore contained in that behalf and a valuation shall be made of the assetts in respect of the said Work (including debts) in the manner hereinbefore stipulated the friends acting on behalf of the Lunatic or imbecile person being substituted for such Lunatic or imbecile person. That if in any of the cases aforesaid the parties in whom shall be the right of purchasing the share and interest of the party so retiring dying becoming Lunatic or imbecile or prevented from attending to the business of the said Work as aforesaid shall decline to elect to exercise such right (and they shall be deemed to have so declined unless the contrary be made known by notice in writing under the hands of the parties entitled to such right and left at the said publishing Office for the time being within seven days after such right shall have accrued) then the assetts belonging to the said Work including debts shall be sold by public auction and the net produce of the said assetts after discharging all claims and demands in respect of the same work shall be equally divided between the said Henry Mayhew Mark Lemon Joseph Stirling Coyne Ebenezer Landells and Joseph Last or (as the case may be) the survivor of them and the executors or administrators of him or them who may be deceased.

Nineteenth.

That in case the said Work shall be discontinued and the parties hereto cannot agree upon any other mode of winding up the affairs of the said Work then the assetts belonging to the same Work including debts shall be sold by public auction and the net produce of the said assetts after discharging all claims and demands in respect of the same work shall be equally divided between the said Henry Mayhew Mark Lemon Joseph Stirling Coyne Ebenezer Landells and Joseph Last or (as the case may require) the survivors of them and the executors or administrators of such as may be dead.

Twentieth.

That in case any dispute or question shall arise between the parties hereto their executors or administrators or any of them concerning any stipulation herein contained or otherwise concerning the said Work (which cannot be decided under the clause herein contained Numbered 16) then the grounds of every such dispute or question shall upon the request of any one or more of the parties in difference and within three days after such request be reduced into writing and signed by the parties in difference or by the parties complaining and shall be referred to the arbitration of two indifferent persons one to be named by the person or persons who shall take one side of the matter in difference and the other to be named by the person or persons who shall take the other side of the matter in difference And that in case the person or persons who shall take either side of the said difference shall refuse to name a referee within seven days after notice in writing for that purpose to be left at the said Publishers Office for the time being then the grounds of every such dispute or question shall be reduced into writing and signed by the person or persons who shall take the other side of the difference and to be referred to the arbitration of two indifferent persons to be named by the person or persons who shall sign the said last mentioned writing And in case the two referees to be named by both or one of the said parties as aforesaid cannot agree on an award then to the Umpirage and arbitration of such one person as the referees shall appoint by any writing under their hands such Umpire to be appointed by the said referees before proceeding in the matter of the said reference and if from any cause such Umpire shall not be appointed by the said referees within three days after their appointment then the same shall be appointed by the Clerk of Nisi Prius of the said Court of Queens Bench upon the application of either party in difference who shall first make application to him for that purpose And that such person or persons who shall be a party or parties to such reference on the one part shall enter into a bond of reference with the person or persons who shall be a party or parties to the said reference on the other part and in the usual form to stand to obey and keep the same Award or determination when made without any further suit or trouble whatsoever And that the Award or determination which shall be made by the said two referees or their Umpire concerning the Premises referred to them or him or any part thereof shall be final and conclusive on the said parties their respective executors and administrators So that such referees shall make their Award in writing within seven days next after such reference to them and so as such Umpire shall make his determination in writing under his hand within seven days next after the matter shall be referred to him And that every Bond of reference shall be made a rule of Her Majestys Court of Queens Bench at Westminster on the application of either of the said parties to the same reference his or her executors or administrators and that the reference shall not be defeated or affected by the decease of all or any of the parties thereto pending the same and that no Suit at Law or Bill in Equity shall be brought commenced sued or prosecuted against the said referees or their Umpire touching or concerning their Award or determination.

Twenty-first.

That no suit at Law or in Equity upon or by virtue of these Presents or any Clause or Article herein contained or otherwise concerning the said Work shall be commenced preferred or instituted by either of the said parties hereto his heirs executors or administrators against the other of them his heirs executors or administrators before the party or parties his or their heirs executors or administrators who is or are to be a party or parties defendant or defendants in such suit or suits shall have refused or declined to refer the matters in difference to arbitration pursuant to the stipulation hereinbefore contained or the referees or their Umpire shall have declined or omitted to make any Award or determination within the respective times hereby appointed for that purpose And that when such difference shall arise between any two or more of the parties hereto each of the other parties hereto shall have notice thereof by writing to be left at the said Publishers Office for the time being to the intent that the said parties respectively may have the option of taking a part in the matters in difference on either side and that the party or parties who shall refuse or decline to become a party to such reference shall be bound and concluded by all the parties hereto and by the Award and determination of the Arbitrators or their Umpire in the same manner to all intents and purposes as if he or they had been a party or parties to the matters in difference concerning which such Award or determination shall be made and had joined in referring the same.

Twenty-second.

That this Agreement shall be deposited for safe Custody on behalf of all parties with Alfred Mayhew of No. 26 Carey Street Lincolns Inn Attorney at Law to be produced by him to and for the benefit of the said parties respectively and their respective heirs executors and administrators when and as often as occasion shall require and the said parties respectively or their respective heirs executors and administrators shall be at liberty as often as they shall think proper at their own Costs to obtain from the said Alfred Mayhew Copies or Extracts of or from the same Agreement.

Twenty-third.

That the expenses of and incidental to this Agreement shall be paid on the execution thereof by the said Joseph Last who shall be repaid out of the first proceeds of the sale of the said Work As witness the hands and seals of the parties.

Signed sealed and delivered by all the above named parties in the presence of Wm. Eldridge Clerk to Messrs. Mayhew & Co. 26 Carey St. Lincolns Inn HENRY MAYHEW MARK LEMON JOSEPH STIRLING COYNE EBENEZER LANDELLS JOSEPH LAST

(FROM THE FIRST SKETCH BY CHARLES KEENE.)