John H. Baker - Article of Agreement

In February 1840, Baker entered into a financial agreement with Quirey and Tyler in which John Holsclaw was assigned responsibility for handling the financial affairs of the iron business while Baker was left in charge of the manufacturing part of the business.

As a part of this agreement, Baker also acknowledged the sale of a group of slaves to Nathaniel Hardy to secure his indebtedness to Hardy.

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Articles of agreement made and entered into this 28th day of February 1840 by and between John H. Baker of Bullitt County, Kentucky of the first part, Charles Quirey and James E. Tyler, partners trading and doing business in Louisville under the name and style of Quirey and Tyler of the second part, and John Holsclaw of the third part. Whereas the said John H. Baker stands justly indebted to the said Quirey and Tyler in the sum of $71,872.49 evidenced by due bill bearing date the 1st day of September 1839 which is entitled to a credit of about $15,000 and whereas the said Quirey and Tyler are the securities of the said Baker on a note to the Bank of Louisville for $393 dated the 18th day of January 1840 at four month; on two notes to the Northern Bank of Kentucky, one for $381 dated the 27th day of January 1840 at four months and one for $531 dated the 10th of February 1840 at four month and are securities with N. Hardy on a note to R. K. Summers, administrator for $3,300 dated the 31st day of October 1839 at twelve months and whereas on this day the said Baker and wife have executed and delivered to the said Quirey and Tyler a mortgage to secure the payment of the said debt and to save them from harm and loss from and on account of their security ships as aforesaid which mortgage is of record in the Clerk's office of Bullitt County and is referred to for a description of the mortgaged property; and whereas the said Baker is willing and anxious to make the said Quirey and Tyler as secure as the said mortgaged property to wit, that part in which is situated two blast furnaces is now under lease to D. B. Whitman and Company for 22 months to come for which they are to pay to said Baker the annual rent of $5000 in pig iron delivered at the forge, and all the balance of the pig iron made by them they are to deliver to said Baker at the forge for which they are to receive pay in bar iron; the pig iron to be at te price of $40 per ton and the bar iron at six cents per pound.

Now it is agreed between the parties hereto that the said John Holsclaw shall go into and take possession of the said mortgaged property and that he shall take and receive the rent from D. B. Whitman and Company and shall also take and receive from the said D. B. Whitman and Company the balance of the pig iron they may make under the contract aforesaid.

And it is further agreed and understood that the said Holsclaw being so in possession of the said mortgaged property shall conduct and carry on the business now conducted and carried on by said Baker, and that he shall hold the said mortgaged property and all its avails upon the following trusts and uses.

First, the said Holsclaw shall out of the bar iron made by him pay to D. B. Whitman and Company the iron that may from time to time be due to them as above stated.

Second, as far as he can barter iron for the necessary expenses in conducting said business.

Third that he shall send all the of the avails of the business to the said Quirey and Tyler at Louisville to be by them sold on the usual commissions.

And the said Quirey and Tyler do hereby covenant and agree that after they shall have paid out of the processes of said iron all such expenses connected with the business as may not be paid by the said Holsclaw, and after they shall paid to the said Holsclaw a salary of $800 per year, or after that rate for the time he may act hereunder, they will apply the proceeds towards the liquidation of their said debt and toward the payment of the debts for which they are responsible as aforesaid.

And the said John Holsclaw covenants and agrees to hold the said mortgaged property and all the avails thereof for the use and benefit of Quirey and Tyler and so to conduct and manage the same as to effectuate the gist and purpose of this contract; that he will keep a faithful account of all his receipts and disbursements, and a true history of his actings and doings in the premises, and that so soon as the debt due to the said Quirey and Tyler and the debts for which they are responsible as aforesaid are paid off and discharged he will and his heirs &c shall deliver to said Baker quiet and peaceable possession of said property.

And it is understood that in as much as the said Baker understands better than any one else the business now carried on by him, and in as much as he is deeply interested in having the mortgaged property to yield largely, the said Baker is to have a general control and supervision over said business, but this control and supervision is not to give to the said Baker other and further power over said mortgaged property or its avails than that by his industry, skill and experience he may make it yield largely.

Said Baker is to have the free use and enjoyment of his dwelling, household furniture &c. It is understood that this contract is not to effect the right of foreclosure under the mortgage aforesaid when the same shall be forfeited. The slaves hired and engaged on the premises by said Baker are to be still engaged on said premises for the purpose of carrying on the said iron manufacture.

And it is understood that what is meant herein by the supervision and control which said Baker is to have is this, that as no one, without the suitable skill in said business can carry it on to advantage, and as said Baker has much skill and experience in the iron business, he is to have as far as the management of the works, making contracts and selecting persons for work and different operations at said establishment the supervision and control fully; and in all such cases the counsel of said Baker shall govern subject to be corrected by the chanceller; but he shall have no control over said iron after it is made, except to have it conveyed to said Quirey and Tyler or assist in doing so.

And it is understood that if said debt to Quirey and Tyler shall be diminished one half in six months from this date then they will not foreclose said mortgage for other six months, but unless it shall be so reduced, they shall be at libery to foreclose according to the terms of said mortgage. Witness the hands and seals of the parties aforesaid the date aforesaid. (signed) John H. Baker, John Holsclaw, Quirey and Tyler, Charles Quirey, James E. Tyler.

Know all men by these presents that I John H. Baker of Bullitt County, Kentucky have for and in consideration of the sum of one dollar to me in hand paid, bargained and sold, and do hereby bargain and sell to Nathaniel Hardy the following named negroes, slaves for life, Ellick, Lewis, Ned, George, John and Armstrong, Ciller, Jimmy, Patsy and Mary, Patsy's four children viz. William, Maria, George and an infant son Jonathan, about 18 months old. To have and to hold the said negroes to the said Hardy, his heirs &c forever. Provided however and these presents are on this condition, that whereas I am indebted to said Hardy in the just and full sum of $10,000 now due and payable to the said Hardy; now if I shall well and truly pay off said debt within six months then this conveyance is to be void, else to be valid. Witness my hand and seal this 29th day of February 1840. (signed) John H. Baker