Between men. The survi ving or continuing make out accounts. partner to desire to dissolve the sd coptnshp and it shall then cease and determine in consequence of that notice in the Tradessame manner as if the sd pty were deceased-15. That in case of any dissolution of the coptnshp whether by the effluxion of time by death agrt or orwise they the sd coptnrs each to the or. or in case of the death of either of them the surviving pty to the exs or ads of the decd ptnr shall and will make a true just and final acct of all things as afd and adjust and wind up the ptnshp accts And upon the making such final acct they the sd pties shall forthwith pay or take good order for the speedy paymt of all debts due and owing by them on their jt acct in respect of the sd coptnshp and shall part (a) and divide all and every the monies debts stock goods wares merchandize and effects belonging due and owing to the sd coptnshp or jt business betn the sd pties And that the sd pties shall give mutual bonds in a sufficient penalty for the paymt of their pts or shares of the debts owing by them as afd and for the saving harmless and indemnifying each other and their respive hrs exs and ads of and from the paymt of each or's pt or share of such debts and of and from all costs chas and exps on acct thof And that they shall immly upon such partition and division as afd well and sufficiently convey and assign unto each and empower each to recover and rece his respive pt and share of all such debts and sums of money then due and owing to or on acct of the sd coptnshp - 16. Provided nevss that if at the Provision determination of such coptnshp either of the sd pties as to conshall be minded and desirous of retiring altogr from the sd trade in that case the pty who is desirous to continue and carry on the same shall be at liberty to purchase (b) the share of the retiring party at a valuation to be made by two indifferent psns one of them to be chosen by each pty or his respive exs or ads or by an umpire to be chosen by such two psns which valuation shall be taken and considered as the price or value thof and if within the space of six calr mths after such valuation such continuing ptnr shall well and truly pay unto such retiring ptnr the amount or value so to be ascertained that then and in such case the pt or share of such retiring ptnr shall become the absolute property of the pty so paying the same sooner determination of the sd coptnshp by any of the dissolution tinuing the trade after dissolution of partnership. 17. That at the end or Notice of (a) As to what is intended by a division, see Pref. § 14. (b) As to the necessity of this clause, to enable a continuing party to have the valuation made to him, see § 14. to be advertised. Between men. Arbitration clause. Parties. Recitals. Incoming partners to take their shares of the stock at a valuation; and to give a bond for payment. means afd (a) notice thof shall be given in the London Copartnership Deed between a Principal Partner and two Incoming Partners. at This Indre made, &c. Betn A B of, &c. of the first pt CD of, &c. of the second pt and E F of, &c. of the third pt Whas (recite demise to A B of the preses where the business was then carried on) And whas it hath been mutually agrd that each of them the sd C D and EF shall pay unto the sd A B one third of the value of the sd lease fixtures stock debts and effects of the sd A B according to a fair valuation to be made thof and shall be entitled to a proportionate share of the prfis of the sd trade And it hath been furr agrd that the sd CD and E F shd not be required to pay down their respive thirds to the sd A B but that such (a) As to the necessity of this notice, see Pref. § 14; and for a more particular provision, see Copartnership between Bankers, Art. 29. (b) As to the necessity of this clause, see § 15. Between Trades men. to enter into mutual co Testatum. partners. Where to carry on trade. thirds with int shd be secured to the sd A B by the res. pive bonds of them the sd C D and E F and that he the sd A B shd have liens upon the respive shares of the sd C D and E F in the effects and prfts of the sd coptnshp And whas (recite exon of the bonds by C D and E F) And whas the sd lease fixtures stock in trade debts and effects of the sd A B have been valued at the sum of La copy of which valuation signed by each of them the sd A B C D and E F hath been this day delivered to the others of them And whas for the more clearly Agreement defining the intentions of the sd pties they have agrd to enter into the covts stipulations and agrts as venants, &c. hnaftr expssd Now, &c. that in pursuance, &c. and in conson of the mutual trust and confidence which they the sd A B, C D and E F repose in each other each of them the sd A B, C D and E F for himself his hrs exs and ads doth hby covt promise and agree with and to the or. of them in manner following that is to say1. That they the sd A B, C D and E F shall and will be- Agreement come and remain jt traders and coptnrs in the trade or to become business of for and during the term of yrs Subject nevss to being sooner determined in manner hnaftr mentd-2. That the sd business shall be carried on in where it is now carried on or at or in any other place as the sd pties or any two of them of which the sd A B shall be one shall agree upon And that the style or firm of the sd coptnshp shall be A B and Co.-3. That the capital or jt stock shall consist of Capital the sd lease fixtures debts and effects of the sd A B stock. now employed in the sd trade or business and shall be considered (subject to the paymt of the sevl sums owing by the sd CD and E F to the sd A B) as brought in by the sd coptnrs and that the same shall at all times during the continuance of the sd term be employed solely for the purps of the sd jt trade-4. That the sd several sums of £. and £ secured to the sd A B by the sd hnbefe recited bonds of the sd C D and E F shall be raised and pd out of the shares of the sd C D and E F in the prfts of the sd trade or coptnshp business as the same shall from time to time accrue or shall be pd by each of them the sd C D and E F out of his separate estate-5. Provided always that if the share of the sd CD and E F of the annual prfts of the sd coptnshp business shall exceed the sum of £ - after paying the int which upon evy annual rest shall be due or owing to the sd A B on the sd bonds then each of them the sd CD and E F shall be entitled to rece the excess for his own use And the sd A B shall be and is hby precluded from proceeding either at law or in equity -- Style of the firm. Sums secured to the principal partner. Trades men. Principal partner to reside on the premises rent free. Between upon the sd bonds of the sd C D and E F during such time as the sd coptnshp shall continue and he the sd A B shall be receiving the annual sum of £ in reduction of the sd principal sum due upon the sd bonds and all int which upon every annual rest shall be due in respect of such principal money—6. And it is hby furr agrd that the sd A B and his family shall during the continuance of the sd coptnshp be entitled to reside in the house upon the preses in afd in the same manner as he and they have hitherto been accustomed to do witht paying any rent or taxes or any or. outgoings for repairs insurance or orwise paye for or in respect of the same-7. That the rent taxes repairs and insurance of the sd preses and stock in trade salaries and wages of shopmen clerks and servants togr with the expense of coals candles and or. exps incidental to the sd jt trade and also all casual losses of the sd coptnshp property or business shall be defrayed and borne by and out of the capital and prfts of the sd coptnshp 8. That no apprentice clk servt labourer or or. workman shall be taken or discharged witht the consent of the or. of the sd pties-9. That all monies which shall be received with apprentices, &c. shall be brought into the jt stock 10. That each of them the Rent, &c. to be paid out of the copartnership. Incoming partners to draw out £-per month. Profits to be equally divided. Annual rests. sd CD and E F shall for his extra service and attention to the affairs of the sd coptnshp as hnaftr mentd be allowed the annual sum of £-beyond his share of the prfts and shall be permitted to draw for the same by mthly proportions on the day of evy calr mth11. That the sd A B, C D and E F shall be entitled to the clear gains and prfts arising from the business of the sd coptushp in equal shares and proportions and shall receive and divide the same at the times and in the manner hnaftr mentd-12. That on the day of and the day of in evy yr during the continuance of the sd coptnshp a full and general acct shall be made of the stock in trade monies effects debts credits and demands belonging or due and owing to or from the sd jt trade and a rest and balance be struck concerning the same with a view of ascertaining the state of the sd trade which accts rests and balances shall be fairly entered in proper books to be provided for that purpe and a summary or balance sheet shall be delivered to each of the sd pties 13. That the sd A B shall take out his third part or share for his own use and the several third parts or shares of the sd CD and E F shall be applied first in paymt of the int due upon the sd bonds to the sd A B then next in reduction of the principal sum of £ due upon the Between Trades men. To keep books of account. Books, &c. to be kept at the countinghouse. Cash, &c. sited with to be depobankers. Incoming partners to devote their whole time to the busi ness, &c. Parties to each other. same bonds to the extent before mentd and the surplus if any shall be pd to the sd C D and E F for their own use-14. That books of acct shall be kept as the sd jt trade shall require wherein all transactions and matters which in any manner affect or concern the same shall be correctly entered so as to manifest the true state of the sd trade-15. That all books letters secties and writings whatsr which concern the sd jt trade shall be kept at the countinghouse and be open to the inspection of the sd pties And their respive reptives after the dece of either of them at all times-16. That all cash drafts checks and bills belonging to the sd coptnshp shall be deposited with Messrs. I M and C M as the bankers of the sd A B and Co.-17. That both the sd CD and E F shall devote their whole time exclusively to the affairs of the sd coptnshp and shall not nor will carry on or be concerned in any or. trade whatsr but that the sd A B shall not be expected or required to give any more of his time or attention to the sd coptnshp concerns than he shall think fit-18. That each and every of them the sd pties shall be just true and be true and faithful to and with each other in all rects paymts accts faithful to and transactions whatsr touching or any wise concerning the sd coptnshp trade-19. That neither of them the sd pties shall employ any of the mos goods or effects of or belonging to the sd coptnshp except for the benefit of the jt trade and in the usual course thof nor suffer the sd jt este or trade to be charged with his private debts or engagements - 20. That all contracts in Contracts, any wise concerning the sd jt trade and all checks and drafts upon bankers bills of exchange and promissory notes shall be made given and taken resply in their jt names and as they shall jtly appt Provided nevss that promissory notes and bills of exchange shall be drawn only by the sd A B and that the sd C D and E F shall be wholly disqualified from drawing accepting indorsing or giving any note or notes bill or bills or or. secty or secties And that he the sd A B shall not draw accept indorse or give any note, &c. without the consent of the or. pties-21. That neither of the sd pties shall lend or give credit contrary to the consent in writing Neither of the others of them nor release or compound for any party to debt due to them on their jt or ptshp acct nor deliver compound up any secty belonging thereto witht receiving the full amount or value thof nor sign any letter of licence or the certificate of any bankpt nor engage in any speculation whereby his capital stock or his private estate may be put in jeopardy nor assign or mtge his share nor become bail or surety for any psn or psns whomsr &c. to be made jointly. Notes, &c. to be drawn by principal partner only. With consent of the other par ties. debts, &c. without consent of the other. |