Parties. Recitals: tion of part time; of agreement for of business by one of the partners, and him of the property; XX. DEED executed on the DISSOLUTION of a PARTNERSHIP (indorsed on the Articles) by effluxion of time where One Partner takes all Plant, Stock in Trade, Credits, and Effects, and a formal Assignment thereof is Dispensed with to save Stamp Duty.1 BETWEEN the within-named [A. B.] of the one part, and the withinnamed [C. D.] of the other part: WHEREAS the partnership between of dissolu- the said [A. B.] and [C. D.], constituted by the within-written articles, nership by was this day dissolved by effluxion of time, and notice of the diseffluxion of solution thereof has been signed by the said [A. B.] and [C. D.] respectively, in order to its being inserted in the London Gazette at the sole cost of the said [C. D.]; AND WHEREAS it has been Continuance arranged and agreed between the parties hereto, that the withinmentioned trade or business shall henceforth be carried on by the said [C. D.] without the said [A. B.], and that the said [C. D.] shall purchase by take and receive all the plant, stock in trade, materials, credits, and partnership effects hitherto the property of the partnership, and shall also take upon himself all the subsisting debts and liabilities of the said partnership; and that the said [A. B.] shall accept in full satisfaction of his share and interest in the said partnership property the sum of £ to be paid by three equal instalments, the first of such instalments to be paid on or before the execution of these presents, and the remaining two instalments to be paid at the end of six and twelve calendar months from the date of these presents respectively, with interest on the said instalments from the date of these presents until payment thereof respectively, at the rate of 5 per cent. per annum, to be secured by the joint and several bond of the said [C. D.] and [surety], of, &c., as his surety, which bond, it was agreed, should also indemnify the said [A. B.] against the subsisting debts of payment and liabilities of the said partnership: AND WHEREAS, in pursuance of the said agreement, the said [C. D.] has this day paid to the said [A. B.] the sum of £ (the receipt whereof is hereby acknow of part of purchase money and bond to secure remaining and 1 In this case the goodwill is presumed to be of little or no value, and instalments, the other property of the partnership consists only of chattels which pass indemnity; 3 by delivery, and book debts. The precedent in the text comprises all that is absolutely requisite to carry into effect an arrangement of this nature; for the assignment and power of attorney usually executed by the selling to the purchasing partner are not essential in order to vest the property in the latter. The plant, stock in trade, and other personal chattels, susceptible of manual delivery, pass by such delivery; and an assignment of the debts and the power of attorney authorising the continuing partner to receive and recover them, may be dispensed with, since the individual members of a dissolved firm are as competent to receive and give discharge for the joint credits as actual partners. All, therefore, that the purchaser wants is evidence that the effects, of which he has been put in possession, and the credits which he is to receive, are to become his exclusive property; and that he should be protected by express covenant against any infringement of or interference with the rights incident to such property. It is conceived that this deed will require only a deed stamp of 10s.; see ante, p. 544, note 1. 3 For a form of bond for securing instalments of purchase-money of an outgoing partner's share and indemnifying him against liabilities of the partnership, see post, Precedent XXII., p. 554. of plant, and ledged), being the first instalment of the said sum of £ at such respective times and with such interest as aforesaid, and for the indemnification by the said [C. D.] and [surety] of the said [A. B.], his heirs, executors, administrators, estate and effects, against the said debts and liabilities of the partnership, and all claims and demands in respect of delivery thereof: AND WHEREAS, in further pursuance of the said agreestock, &c.; ment, all the plant, utensils, stock in trade, materials, and other personal chattels of the partnership, have been delivered to and are now held by the said [C. D.] for his own use and benefit and in his sole of collection possession, exclusive of the said [A. B.]: AND WHEREAS the debts owing to owing to the said partnership have in part been and the remainder partnership thereof are intended, as soon as conveniently may be, to be collected, of debts Testatum. Covenants by vendor. got in, and received by the said [C. D.] for his own benefit, exclusive of the said [A. B.]: AND WHEREAS as part of the said arrangement it was also agreed that the said [A. B.] should enter into the cove nants on his part, and execute to the said [C. D.] such release, as are hereinafter contained respectively. NOW THIS INDENTURE WITNESSETH, that, in consideration of the premises, he the said [A. B.] hereby covenants with the said [C. D.], that he the said [A. B.] has now full power and right to sell and dispose of his share and interest in the said partnership, plant, utensils, stock in trade, materials, credits, and effects, free from all charges or incumbrances whatsoever created or suffered by him the said [A. B.], and that he the said [A. B.] has not heretofore received or discharged any of the said partnership credits, except such as appear by the partnership books to have been received or discharged; and that it shall be lawful for the said [C. D.], his executors, administrators, or assigns, henceforth to have, receive, take, and enjoy the said share and interest of him the said [A. B.], of and in the said plant, utensils, stock in trade, materials, credits, and effects belonging to the said late partnership, to and for his and their own exclusive use and benefit, without any interruption by the said [A. B.], his executors and administrators, or any person or persons claiming through or under him or them; And further, that he the said [A. B.], his executors or administrators, will or shall at all times hereafter upon the request and at the cost of the said [C. D.], his executors, administrators, or assigns, make, execute, and do all such further powers, assurances, acts, and things, for more effectually vesting the said share of him the said [A. B.], of and in the said partnership, plant, utensils, stock in trade, materials, and effects, in the said [C. D.], his executors, administrators, or assigns, and enabling him and them to recover and receive the said debts owing to the said partnership, as by the said [C. D.], his executors, administrators, or Second te tatum. Release. Recital as assigns, shall be reasonably required. AND THIS INDENTURE ALSO WITNESSETH, that, in consideration of the premises, the said [A. B.] hereby releases the said [C. D.] from all actions, proceedings, claims, and demands which the said [A. B.], his heirs, executors, or administrators, now has, or hereafter might have had against the said [C. D.], his heirs, executors, or administrators, for or by reason of the said late partnership, or the effects, credits, and property thereof, or anything relating thereto. AND WHEREAS in estimating the said sum of £ so to be paid by the said [C. D.] to the said [A. B.] as aforesaid, no part thereof is intended to represent or to be deemed to be in payment for the goodwill of the said trade or business. NOW THIS INDENTURE LASTLY WITNESSETH, that, it is hereby agreed and declared that nothing be at liberty herein contained shall extend, or be construed to prevent or restrain the said [A. B.] from setting up or exercising the said trade or on his own business of at any place or places, and in any manner that to goodwill. Third testatum. Vendor to to exercise the trade account. Parties. Recitals: of lease; of title of outgoing partner to share; he shall think proper. IN WITNESS, &c. XXI. ASSIGNMENT by an OUTGOING PARTNER to his Co-Partners of his Share in Leasehold Premises to accompany a Deed of Dissolution of Partnership. THIS INDENTURE,1 made the day of BETWEEN [A. B.], of, &c., of the one part; and [C. D.], of, &c., and of £ 19, for the term of years, at the yearly rent of , and subject to the performance and observance of the lessee's covenants and conditions therein contained: AND WHEREAS the parties hereto are entitled to the said leasehold premises, and also to other property not herein comprised, nor intended to be hereby assigned, in equal shares; and it has been agreed that the said [A. B.] shall sell to the said [C. D.] and [E. F.] all his share and interest of and in the said leasehold premises, and of and in such other property as aforesaid, at or for the price or sum of : AND WHEREAS for the purposes of the Stamp Act, it price for has been agreed that the sum of £ shall be apportioned, and stamp duty. that the sum of £ of apportionment of purposes of Stamp. £ part thereof, shall be taken to be the value of or consideration for the share of the said leasehold premises 1 Stamp ad valorem as a conveyance on sale in respect of the amount of the purchase-money apportioned as representing the value of the leasehold premises. Testatum. of lease hereby assigned, and that such share shall be assigned unto the said [C. D.] and [E. F.] in manner hereinafter appearing. NOW Assignment THIS INDENTURE WITNESSETH, that, in pursuance of the hold. said agreement, and in consideration of the sum of £ to the said [A. B.], paid by the said [C. D.] and [E. F.], the receipt whereof is hereby acknowledged, he the said [A. B.] hereby assigns, and as beneficial owner conveys unto the said [C. D.] and [E. F.], their executors, administrators, and assigns, all that one equal third part or share, and all other the part or share and interest of him the said [A. B.] of, and in all and singular the said messuage, buildings, and premises comprised in and expressed to be demised by the said Habendum. indenture of lease: TO HOLD the premises unto the said [C. D.] and Covenants [E. F.], their executors, administrators, and assigns henceforth, fenhos by during the residue of the said term of vendor. Covenant by purchaser to pay rent and perform years, at the rent, and subject to the covenants, in the said lease respectively reserved and contained, on the lessee's part to be paid and performed. AND the said [C. D.] and [E. F.] do for themselves and their assigns, and each of them for himself and his assigns, doth hereby covenant with the said [A. B.], that they the said [C. D.] and [E. F.], their executors, administrators, or assigns, or some or one of them, will duly pay, perform, and observe the rent and covenants henceforth on the lessee's part to be respectively paid, performed, or observed in respect of the said premises, by virtue of the said lease, and keep the said [A. B.], his heirs, executors, and administrators, indemnified against all actions, proceedings, costs, damages, expenses, claims, and demands whatsoever, for or on account of any non-payment, non-performance, or non-observance thereof respectively. IN WITNESS, &c. Obligation from retiring XXII. BOND to secure PAYMENT of INSTALMENTS of PURCHASE- KNOW ALL MEN BY THESE PRESENTS1 that we [A. B.], of, continuing &c., and [C. D.], of, &c., are bound to [E. F.], of, &c., in the sum partners to of £ to be paid to the said [E. F.], or to his executors, partner. administrators, or assigns, or to his or their attorney or attorneys; For which payment we jointly and severally bind ourselves firmly by these presents: Sealed with our respective seals: Dated this 19. WHEREAS the said [A. B.], [C. D.], and [E. F.] have for some time past carried on the trade or business in partnership, under the firm of "B. and Co.," at Recitals: of partner- of ship; Stamp. day of 1 Stamp ad valorem in respect of the sum, the payment of which, by instalments, is secured by bond. This bond would also seem in strictness to be liable to ad valorem duty in respect of the share of the debts against which the retiring partner is thereby indemnified (see sec. 73 of Stamp Act, 1870; and see Lord Canning v. Raper, 1 E. & B. 164). But a 10s. stamp is generally regarded in practice as sufficient in respect of an indemnity by bond or covenant, where the amount of the debt is not stated. dissolution ment of share: of deed of aforesaid: AND WHEREAS by an indenture bearing even date with and assign- these presents and expressed to be made between the said [E. F.], of the one part, and the said [A. B.] and [C. D.], of the other part, it has been agreed that the said partnership shall be deemed to be determined and stand dissolved as from the day of and by the same indenture (among other things) the said [E. F.] has assigned unto the said [A. B.] and [C. D.], their executors, administrators, and assigns, all the share and interest of him the said [E. F.] in the partnership business and in the stock in trade, goodwill, property, effects, debts, and moneys belonging or owing to the partnership or to the said [A. B.], [C. D.], and [E. F.], or any of them, in relation thereto: AND WHEREAS upon the treaty for the said dissolution it was (among other things) agreed that the said [A. B.] and [C. D.] should execute and deliver to the said [E. F.] their bond in the penalty above mentioned, with such condition as is hereinafter mentioned: NOW THE CONDITION of the above-written of purchase-bond is such that if the said [A. B.] and [C. D.], or one of them, instal- or the heirs, executors, or administrators of them, or any of them, should pay to the said [A. B.], his executors, administrators, or assigns, the sum of £ in manner following: that is to say, of agree ment for bond. Condition for payment money by ments, with interest; and for indemnity. then next follow the sum of £ on the day of now next ensuing; together with interest at the rate of 5 per cent. per annum on |