Between
Trades-

men.

Particular provision as to the incoming partners.

nor do or suffer to be done any act matter or thing whatsr whby the sd jt trade or any pt thof shall or may be in any wise altered sued extended taken in execution impaired charged or encumbered in any manner howsr -22. That if at any time during the continuance of the sd coptnshp the sd C D shall draw accept or indorse any notes or bills of exchange or or. secties contrary to the provision afd or if the sd C D shall at any time apply to his own separate use or lend any of the stock mos debts and effects of the sd coptnshp to the amount of L or upwards witht the consent of the other of them the sd pties in writing given for that purpe or enter into any statute judgmt bond or recognizance or become bail or surety with or for any psn or psns whomsr or release or compound for any debts due to the sd coptnshp or assign or mtge his share witht such consent as afd or if the stock mos debts or effects of the sd coptnshp or any pt thof shall be seised attached or taken in exon for or on acct of the private or separate engagements of him the sd C D or if the sd C D shall do or knowingly suffer to be done any or. act matter or thing contrary to the true intent and meaning of these presents Then and in either of such cases he the sd C D shall immly from thenceforth forfeit and lose all his part and share of and in the whole coptnshp stock debts and effects and the coptnshp shall as to the Dissolution sd C D be thereupon dissolved And if at any time the sd E F shall draw, &c. (similar covenant as to E F)23. That if either of them the sd CD and E F shall absent himself from the sd business or shall refuse to assist in the conduct thof or to keep up a regular communication with his coptnrs when requisite or expedient it shall be lful for the sd A B upon giving mths' notice after such deft or offence to dissolve the partnership as to the person so offending and the partnership shall thenceforth absolutely cease and determine in the same manner as if he were deceased And in this latter case the like final acct shall be made and taken as is hnaftr directed upon the death of either of the sd pties — 24. That neither of the sd parties shall purchase or sell any goods witht the consent of the or. of them and in case of his so purchasing and selling the or. of the sd pties may be at liberty to assent to or dissent from the same at any time within the space of days after notice thof and in case of such dissent the party so purchasing and selling shall bear and sustain any loss which shall happen thby to the sd coptnshp-25. That in case the sd A B shall depart this life at any time during the continuance of the sd term the share of the sd AB of

for misconduct.

Neither party to buy or sell without consent of

the others.

Between
Trades-

men.

Provision

as to the

death of

and in the sd coptnshp concern shall go and belong to such partner and partners and in such shares and proportions as the sd A B shall by his last will and testament or any writing in the nature of or purporting to be his last will and testmt direct or appt and in deft of such direction or apptmt to the exs or ads of the sd A B-25. That in case either of them the sd C D and principal EF shall die at any time during the continuance of the partner, sd coptnshp the surviving or continuing partners shall and of inpay or cause to be pd to the exs or ads of the sd decd coming ptnr the value of his share or shares in the sd coptnshp (making all just allowances for any balance due from either of them the sd C D and E F to the sd A B) by equal instalments the first instalment therein to be pd at the end of mths from the death of the sd C D

partners.

Surviving partner to bond of indemnity.

execute

or E F with int after the rate of £ per ann. such instalments to be resply secured by bills of exchange to accepted by the surviving ptnr or ptnrs as the case may be That in case of the death of either of the pties hnbefe provided for the surviving ptor or ptnrs shall exte to the exs or ads of the decd pty so dying their or his bond for indemnifying the este and effects of such deed ptnr or ptnrs of from and agst all debts and demands in respect of the sd jt trade upon the delivery of which bonds the exs or ads of the pty so dying shall convey and assign unto the surviving ptnrs or ptnr their or his exs, &c. his share of and in the sd coptnshp stock debts and effects That in every such case the continuing ptnrs or ptor shall be entitled to the shares or share of the ptnr so dying of and in the sd coptnshp stock and of and in the gains and prfts thof in proportion to their respive shares and ints-26. That at Expiration the expiration or or. sooner determination of the term if of term. the sd A B shall be desirous to continue the sd trade he shall be at liberty to take the share or shares of the sd CD and E F in the sd capital stock and effects at the amount which the same shall be valued at by two indifferent persons, &c. (see last precedent, Art. 16) making all due allowances, &c. and the amount of such valuation shall be pd in manner following, i. e. one third with int after the rate of, &c. one third at the end of, &c. and the remaining one third at the end of, &c. And the party continuing shall give the like bond of indemnity as hnbefe is provided for in the event of the death of either And in case the sd A B shall decline taking the sd coptnshp then the sd C D and in case of his declining the sd E F shall be at liberty to take the same in the same or like manner and upon the same terms and condons as afd in all respects But in case all the sd

turers.

Between pties shall decline to take the sd coptnshp stock then Manufac- the same shall be sold by public auction or private contract as shall be agrd on by the sd pties and the money to be produced by such sale after paying the debts due and owing from the sd copturs on the sd jt acct and receiving all the debts owing to the sd trade as the same shall from time to time be collected shall be divided betn the sd pties according to their respive proportions as afd in the sd jt stock (clause for mutual bonds, &c. see last Precedent, Art. 15; and also clauses for arbitration and notice, Art. 17, 18.)

Testatum.

Deed of Copartnership between two Manufacturers, where one of them is a dormant Partner.

Obs. As to the liabilities of a dormant partner, see Pref. § 1.

-

This Indre made, &c. Betn A B of, &c. of the one pt and C D of, &c. of the or. pt Whas the sd A B hath at his own expense erected a manufactory at L for the making of cotton and hath entered into treaty with the sd C D for the admitting him into coptnshp with him the sd A B in a jt and equal concern in the manufactory and preses for their mutual bent and risk and it hath been proposed and agrd that the sd A B shd on his part bring in and produce as a further capital for the sd jt concern good bills to the amount of £ — paye within mths next ensuing and that the sd CD shd on his pt bring in and produce the sum of as and for his equal half pt of the money which the sd A B hath expended in erecting the sd buildings and setting forward the sd cotton manufactory and or. exps incidental thereto and that he shd bear an equal part of all exps to be hraftr incurred therein and in promoting forwarding and carrying on the sd concern for their mutual bent Now this Indre Witnesseth That in pursuance of the sd agrt and for and in conson of the sum of £ by the sd C D to the sd A B in hand, &c. pd the rect, &c. He the sd A B Hath admitted and by these prests doth admit the sd C D to one equal half pt of all the sd buildings manufactory and concern and of the lease whby the same preses are held by the sd A B and to the one equal half pt of all prfts gains bent and advantage increase and emolument thof and subject to an equal half pt of all losses payments and exps arising therefrom and incident thereto resply And in furr pursuance of the sd agrt and for and in conson of the sum of £ - so secured to the sd jt concern by the sd bills of exchange brought in by the sd A B as afd which he the sd C D doth hby acknge he

turers.

the sd C D doth accept and take the sd moiety or half Between pt of and in the sd jt concern and preses to which the Manufacsd A B hath admitted him and doth hby agree to be connected and concerned with the sd A B subject as afd upon all the sevl terms covts and condons hnaftr expssd and decld of and concerning the same And the sd A B and C D do hby covt, &c. the one with the or. of them that they will become and continue coptnrs togr in the sd manufactory and in the sd buildings and preses and in all things incidental to the carrying on and promoting the same and in the trade arising and to arise therefrom from the day of 18 for and during the term of yrs then next ensuing in case the sd pties hereto shall so long live-2. That the sd jt concern shall be carried on under the firm at

(a)

(a) Where there are several dormant partners, who advance the capital, and one acting partner, who brings in no part of the capital, instead of the preceding, to the end of Art. 2, say, This Indre, &c. Betn A of, &c. of the first pt B of, &c. of the second pt C of, &c. of the third pt and D of, &c. of the fourth pt Whas the sd D hath by his skill and ingenuity invented a mode of manufacturing but not having the means of bringing his invention into use witht associating ors in the concern the sevl pties A, B and C have agrd to advance the necessary capital and to become ptnrs with him upon the terms and condons hnaftr mentd Now this Indre Witnesseth That in pursuance of, &c. and in conson of the mutual trust and confidence which the sevl pties hereto have and repose in each or. each of them the sd pties for himself and his exs and ads doth hby covt, &c. with, &c. the ors of them resply by these prests in manner following that is to say That on, &c. they the sd pties shall and will become copartners and be concerned togr in the trade and business of manufacturing and vending in the name of the sd D for and during the term of yrs and according to the condons provisos and terms of agrt hnaftr contd and expssd That for providing a competent fund for the purpose of erecting and building a manufactory and purchasing the necessy utensils and articles and for the effectually carrying on the sd jt trade concern or business they the sd A, B and C have agrd to bring in togr and to make up a capital of £-in the proportions following that is to say the sd A the sum of £- the sd B the sum of £and the sd Ċ the sum of £ - making togr the sum of £- and that the sd capital shall be considered as the property of them the sd A, B and C and in conson of the true and faithful services to be rendered by and derived from the sd D in and about the manufacturing and making of it is hby agrd that no capital shall be required to be advanced by him but that all the prfts gains and int of and in the sd coptnshp trade shall during the continuance of their sd jt trade be divided nevss into equal pts and shares unto whereof the sd A shall be entitled unto or. whereof the sd B shall be entitled unto or. whereof the sd C shall be entitled and unto or. whereof the sd D shall be entitled "That the sd partnership concern shall be managed and carried on and all purchases sales bills of parcels orders notes letters hills rects paymts contracts sectics dealings and transactions which shall be made given or taken for any matter or thing concerning the same shall from time to time be so made given taken and entered into in the

turers.

his whole

time.

CD not obliged to attend to the concern.

Between 3. That the sd A B shall and will devote the whole Manufac- of his time and skill with the most assiduous attention and diligence and with such assistance as shall be deemed necessy by the sd pties in and towards the affairs A B to give and business of the sd manufactory and jt concern and in the improvement management and extension thof to the best advantage and for the (a) mutual bent of both of the sd pties and shall not absent himself therefrom nor neglect the same nor shall nor will openly or covertly directly or indirectly carry on the same manufactory either by himself separately or in ptnrshp or connexion with any or. psn or psns whomsr either for the like or for any or. concern whatsr And that it shall not be necessy (b) for the sd C D to take any pt in the sd jt trade orwise than he shall think fit but that he shall at all times have free access to any and evy pt thereof and inspect into the payments rects accts engagements and all or. matters relating to the same when and as he shall think it expedient-4. That the sd concern shall be carried on for the (c) mutual and equal bent and advantage and at the equal risk and loss of both the sd pties-5. That they the sd pties shall and will be just and faithful to each or. in all their respive dealings and transactions as far as relate to the sd jt concern and shall and will mutually endeavour to promote the same for their mutual bent-6. That they name of the sd D alone And that all mos paymts secties and dealings in general relating to the sd jt concern shall be daily charged and entered by the sd D in proper books for that purpe and in particular that a book or books shall be kept for the entry of the account of cash to be recd and pd And that the sd D shall during the continuance of the coptnshp be the keeper of the cash bonds bills notes and other secties belonging to the sd jt trade and shall once in evy mth balance his accts in such manner as to exhibit the true state and condition of the sd jt concern And that the sd cash book shall be kept in the countinghouse of the sd trade and be open to the inspection of all the sd ptnrs in like manner as the or. books of the sd coptnshp are agrd to be kept And if at any time any cash or bills or or. secties on the coptnshp acct shall be recd by any of them the sd A, B and C the same shall be delivered to the sd D and in case deft shall be made by any ptnr so receiving money in paying over the same as afd for the space of then and in evy such case a sum of £- per cent. on the sum so disclaimed shall be charged agst the defaulter by way of liquidated dams and be retained out of his share of the profits and be added to the capital for the general bent of the jt concern That the sd D shall and will devote the whole, &c. as above.

To be faithful to each

other.

(a) For the common bent of all the sd pties.'

days

(b) For the sd A, B and C to take any pt in the sd trade orwise than they shall think fit but that they shall at all times have free, &c.' as above.

(c) For the jt bent and advantage and at the jt risk and loss of all the sd pties according to their respive shares and ints in the sd

concern.'