Contract for a Loan with Wilhem & Jan Willink, Nicolaas & Jacob van Staphorst, and De la Lande & Fynje
Translation from the Dutch
minuted on a Seal of 48 Stivers.
(Signed.) Van Hole
On the Eleventh daÿ of June in the ÿear one thousand Seven hundred and eightÿ two appeared before me Pieter Galenus van Hole Notarÿ of Amsterdam admitted bÿ the honble. court of Holland.
The Honble. John Adams Esqr. Minister plenipotentiarÿ on the part of the united States of America bÿ their high Mightinesses the Lords States general of the united Netherlands &a. &a. in qualitÿ as especiallÿ qualifÿed and authorized bÿ the above mentioned States of america in Congress assembled, for and in behalf of Said States of America to raise a Loan with anÿ person or persons States or companies with Subjoined assurance in good faith to ratifÿ and fulfill all that Shall be done in this respect bÿ him Honble. Appearer according to authentick copÿ and translation of the original Commission or Power exhibited to me Notarÿ and deposited in mÿ custodÿ in behalf of the joint Moneÿ Lenders.
The Honble. Appearer residing in the Hague but being now in this Citÿ.
And the honble. Appearer acknowledged himself, in his aforesaid qualitÿ and thus in the Name and in behalf of the abovementioned States of America to be dulÿ and Lawfullÿ indebted to and in behalf of Sundrÿ Persons or Moneÿ Lenders in all a Sum of one Million guilders Dutch current Moneÿ1 arising from and on account of So much readÿ Moneÿ received bÿ him honble. Appearer in his aforesaid qualitÿ to his perfect Satisfaction from the Said Moneÿ Lenders in consequence of the receipt hereafter mentioned to be Signed bÿ the honble. Appearer under the authentick Copies hereof, expresslÿ and formallÿ disavowing the exuse of untold Moneÿs.
And the Honble. Appearer promised in his aforesaid qualitÿ to repaÿ in this Citÿ the Said Sum of one Million of Guilders free from all costs charges and damages to the abovementioned Moneÿ Lenders or their Assigns at the expiration of fifteen ÿears after the first daÿ of June 1782 and that in the following Manner to Wit:
That the abovementioned Capital Shall remain fixed during the Space of ten ÿears and that with the eleventh ÿear and thus on the first daÿ of June 1793 a fifth part or two hundred thousand guilders of the Said Capital of one Million Shall be redeemed and in the Same Manner from ÿear to ÿear untill the first daÿ of June 1797 inclusive So that the whole Capital Shall be redeemed and discharged within the abovementioned Space of fifteen ÿears.
And that for Said Capital at first for the whole and afterwards for the Residue at the Expiration of Everÿ ÿear interest Shall be paid, at the rate of five p:Cent in the ÿear commencing the first daÿ of June 1782, and to continue untill the final accomplishment and that on coupons to be Signed bÿ or for account of Said honble. Appearer in his aforesaid qualitÿ.
That the abovementioned redeeming Shall be performed bÿ drawing in presence of a Notarÿ and witnesses in this citÿ after the Expiration of the first mentioned ten ÿears in Such a Manner that the Nos. of the Obligations drawn Shall be betimes made known in the publick papers.
That the paÿment of the interests as also the redeeming of the respective Periods Shall be made at the compting houses of the hereafter mentioned Gentlemen Directors or at Such other places within this Citÿ as Shall likewise be advertized in the publick Papers.
That the Directors of this Negotiation Shall be Messieurs Wilhem and Jan Willink Nicolaas and Jacob van Staphorst and de la Lande & Fÿnje Merchants of this Citÿ who are bÿ these presents thereto named and appointed bÿ the Honble. Appearer in his afore Said qualitÿ.
The honble. Appearer promising and engaging in the Names of his Constituents that the amount of the interests and of the redeemings to be made from time to time of the Said capital Shall be in due Time remitted to the aforesaid Gentlemen Directors their Heirs or Successors in good Bills of Exchange America Products, or in readÿ Moneÿ without anÿ abatement or deduction Whatsoever.
That this Obligation Shall never be Subject to anÿ Imposts or Taxes alreadÿ laid or in time to come to be laid in the Said united States of America even in case (which God forbid) anÿ war Hostilities or Divisions Should arise between aforesaid united States or anÿ of them on the one Side and the States of these Lands on the other that the paÿment of the Capital or interests of this Obligation can in no wise nor under anÿ pretext whatsoever be hindered or delaÿed.
The Honble. Appearer in his aforesaid qualitÿ promising and engaging moreover for and in the Names of the Said united States that there Shall never be made bÿ them or on their Parts or anÿ of them in particular anÿ convention or treatÿ publick or private at the making of peace or otherwise bÿ which the validitÿ and accomplishment of these presents might be prejudiced or where bÿ anÿ thing Contrarÿ thereto might be Stipulated but that without anÿ Exception the contents hereof Shall be maintained in full force.
The honble. Appearer in his aforesaid qualitÿ likewise promises engages and binds himself bÿ these presents that this engagement Shall be ratifÿed and approved as Soon as possible bÿ Said States in congress assembled and that authentick Copÿ Translation of Said ratification with the original Shall be deposited in custodÿ of me Notarÿ to be there kept with Said authentick copÿ translation of the Commission or Power of Him Honble. Appearer and the engrossed hereof for the Securitÿ of the Moneÿ Lenders untill the abovementioned Capital and interests as aforesaid Shall be redeemed and paid off.
And there Shall be made of this Act (as the Honble. Appearer in his aforesaid qualitÿ consents) above and besides the abovementioned engrossed one thousand authentick Copies which Shall be of the Same force and value and have the Same Effect as the engrossed one, under everÿ one of which copies Shall be placed a receipt of one thousand guilders dutch current Moneÿ either on Name or in blank at the choice of the Moneÿ Lenders to be Signed bÿ him Honble. Appearer, and which Receipts Shall be respectivelÿ numbered from No. 3001 to 4000 inclusive and countersigned bÿ abovementioned Gentlemen Directors and dulÿ attested bÿ me Notarÿ as a testimonÿ that no more than one thousand obligations are numbered in virtue of this Act.
All which authentick copies with the Receipts hereunder placed Shall at the redeeming of the capital be restored bÿ the Bearers.
On failure of prompt paÿment as well of the capital as of the interests at the appointed Periods, the Capital or residue thereof maÿ be demanded bÿ the Gentlemen Directors in behalf of the Moneÿ Lenders who Shall be then interested therein and the aforesaid Principals and committents of Him Honble. Appearer Shall in that case be held and bound to redeem and discharge immediatelÿ in one Sum the remaining capital with the interests and charges.
For the accomplishment and performance of all the abovewritten the Honble. Appearer binds in his aforesaid qualitÿ and thus in the Names and on the Part of the abovementioned united States of America the Said united States of America jointlÿ and each of them in particular together with all their Lands, chattels Revenues and Products together with Imposts and Taxes alreadÿ laid and raised in the Same or in time to come to be laid and raised and thus of all the united States of america jointlÿ and of each of the Same in particular for the Whole.
He the Honble. Appearer renouncing in the Names as above for that purpose expresslÿ beneficium divisionis as likewise de duobus vel pluribus reis debendi2 Signifÿing a retribution of debts and that when two or more are indebted, each of them can Satisfÿ with the paÿment of their Portion, the honble. Appearer promising in his aforesaid qualitÿ never to have recourse to the Said or to anÿ other Evasions whatsoever.
This being pass’d (after Translation into English was made hereof, and which likewise is Signed bÿ the honble. Appearer and deposited in the custodÿ of me the Said Notarÿ) within Amsterdam aforesaid in the presence of Gidion Victor et Cornelis Marchant Witnesses.
(Signed.) P: G: van Hole
Faithfullÿ translated from the Dutch
Joannes Vergeel & Son
MS (Adams Papers); endorsed: “Form of my Obligations in the Holland Loan” and “No. 4.”
1. This contract represents one of five that were prepared, each for the sum of one million guilders. It reflects the decision by JA and the bankers not to issue a single contract for five million guilders, as originally planned, because the amount was thought to be too large for a loan with doubtful prospects for success. Instead, the initial offering was to be for three million guilders, with the other two million to be raised later if there was sufficient investor interest. Although the Dutch version of the contract was notarized on 11 June and the English translation was finished on 17 June, the contracts were not sent to Congress until 11 July and then as enclosures in a letter from Wilhem & Jan Willink, Nicolaas & Jacob van Staphorst, and De la Lande & Fynje to Robert R. Livingston (PCC, No. 78, XIV, f. 523–526). The delay was caused by the need to prepare 25 copies of the contract in both Dutch and English, five of which were sent to Livingston by five different conveyances. For the transmission of the contracts, see JA’s second letter of 5 July to Livingston and his letter of 10 July to Wilhem & Jan Willink, Nicolaas & Jacob van Staphorst, and De la Lande & Fynje, both below.
2. Both of these phrases refer to the right of one of several borrowers to pay only its prorated share of the debt. In other words, JA was affirming that the states were collectively responsible for the whole debt rather than that individual states were responsible for only that part that might be apportioned to them.