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jection. But it is now held, that the register alone does not furnish even prima facie evidence to charge a person as owner of a ship, in a suit between private individuals. Hence, in an action for stores supplied to a ship, if the defendant pleads in abatement that he is only liable jointly with others, it is not enough for him to produce the ship’s registry, containing the names of himself and those others as owners of the ship a).

III. To a bill by a creditor, for an account and payment of monies due from partowners on the ship account, all the partowners or their representatives should be made parties (6). But, on demurrer by one of several partowners for non-joinder of his copartowners as defendants, the plaintiff will be permitted to amend his bill, on payment of the costs incurred by the defendant (c).

Where a bill was brought by the officers and crew of a ship against the owners, for an account of captures, &c., it was held, that it might be alleged to be brought by the plaintiffs on behalf of themselves, and all others in the same interest (d).

(a) Flower v. Young, 3 Camp. 240. See Abbott, 63.

(6) Pierson v. Robinson, 3 Swanst. 139, n.; Coppard v. Page, Forrest, 1.

(c) East India Company v. Neare,

5 Ves. 185; Mitf. 215. Whether a partowner or partner could demur for misjoinder of co-defendants, quære; and see Pringle v. Crooks, 3 You. & Coll. 666.

(d) Good v. Blewitt, 13 Ves. 397.

APPENDIX.

Precedents*.

No. I.

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Deed of Partnership between two Traders. (General Form (a)).

HIS INDENTURE, made the day of 1832, between A., of &c., of the one part, and B., of &c., of the other part: WHEREAs the said A. hath for some years carried on the trade or business of at

and the said A. and B. are desirous to become partners in the said trade, for the term and under the stipulations hereinafter mentioned: Now THIS INDENTURE WITNESSETH, that each of them, the said A. and B., for himself, his heirs, executors, and administrators, doth hereby covenant with the other of them, his executors and administrators, in manner following: that is to say (a)—

1. That they the said A. and B. shall be partners in the trade or Nature of bubusiness of

siness. 2. That the said partnership shall commence on the day of Commencenext, and shall continue for the term of fourteen years thence next en- ment and term suing, if the said A. and B. shall so long live. Provided, that if either of partnership. of the said partners shall be desirous to determine and dissolve the said partnership at any time before the expiration of the said term of fourteen years, and shall give six calendar months' notice in writing of such his desire to the other of the said partners, then, and in such case, the said partnership shall cease and determine upon the expiration of the said six calendar months, or at such future day or time as shall be named in the said notice.

3. That the firm and style of the said partnership or house of Style of firm, trade shall be ; and that the said trade or business shall be carried &c. on under the said firm in the messuage belonging to the said A., in aforesaid, or in such other place of business as the said partners shall from time to time mutually agree upon.

4. That the capital of the said partnership shall consist of the sun. Capital to be of £ , which shall be brought in by the said partners in the fol- advanced.

* For two valuable precedents in the to W. C. Macdougall and J. P. Wilmot, following collection, the author is indebted Esquires, of Lincoln's Inn.

(a) See ante, p. 139 et seg.

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shall,

lowing proportions-namely, the sum of £ being two thirds thereof, by the said A., and the sum of £ being the remaining one third, by the said B.; and the said sums so to be advanced by the said partners respectively shall be paid by them into the bank of Messrs.

at aforesaid, to the credit of the said partnership, on or before the day of now next ensuing: Provided, that out of the said sum of £ (the whole capital), the sum of £ within one calendar month after the commencement of the said partnership, be paid to the said A. as and for the price or purchase-money of the stock in trade now in his possession, (and also the implements heretofore used by him in his trade or business of a , carried on in the said messuage in aforesaid), and which stock in trade it is hereby agreed shall be purchased by the said partnership at the price aforesaid; and the said partners shall be entitled to and interested in the capital stock and effects of the partnership in the following proportionsthat is to say, A. in two third parts thereof, and B. in the remaining

one third part. Profit.

5. That the said partners shall be entitled to the profits of the said business, in the proportions following--namely, the said A. to two third parts, and the said B. to the remaining one third part thereof: And that all losses happening in the course of the said business shall be borne by them in the same proportions (unless the same shall be occasioned by the wilful neglect or default of either of the said partners, in which case the same shall be made good by the partner through

whose neglect the same shall arise). Monthly allow- 6. That the said A. shall be at liberty, from time to time, to draw

out of the said business any sum or sums, not exceeding the sum of £ per month for his own use: And the said B. shall also be at liberty to draw out of the said business any sum or sums, not exceeding the sum of £

per month, for his own use; such sums to be duly accounted for by them respectively on every settlement of accounts and

division of the profits of the said business. Rent for house.

7. That the said A. shall be allowed, by the said partnership, the clear yearly sum of £ by way of rent for the said messuage in aforesaid, so long as the said business shall be carried on therein; but that the said messuage shall continue the sole property of the said A., subject only to be used for the purposes of the said partner

ship business. Rent, taxes, 8. That, as well the said rent, as all taxes and other outgoings, which &c., payable out shall become payable in respect of the messuage wherein the said busiof the profits.

ness shall be carried on; the costs of insuring the stock in trade and fixtures belonging to the said partnership from loss or damage by fire, and of keeping the said messuage and premises of A., so long as they shall be used in the said partnership business, in good and substantial repair; the expense of providing coals and candles, and of paying clerks, porters, and servants to be employed in the said business, and of travelling; and all other disbursements and expenses which may be incurred by the said partners respectively in the course of the said busi

ness, shall be paid and borne out of the profits of the said business. Books of ac- 9. That proper books of account shall be kept by the said partners, count.

and that true, plain, and perfect entries shall be made by each of them therein, of all the monies, goods, wares, merchandizes, effects, debts, and things relating to the trade or business of the said partnership, or

ances,

which shall be received, paid, sold, or contracted for, in the course of such trade or business, and of all such other matters and transactions as are usually entered in books of accounts by or as may be necessary or useful for the better manifestation of the state and proceedings of the trade or business of the said partnership; and that the said books of account, together with all bonds, bills, specialties, assurances, notes, letters, and other writings, which shall from time to time concern the said partnership, shall be kept the shop of the said partnership, in the house of A., at aforesaid, or in such other place where such trade or business of the said partnership shall from time to time be carried on: And that each of the said parties shall and may have free and equal access to the same without the interruption of the other.

10. That each of them, the said A. and B., shall and will, at all Covenant to act times during the continuance of the said partnership, diligently and diligently, &c. faithfully employ themselves in and about the affairs of the said partnership, and carry on the said business for the greatest benefit and advantage of the said partnership. And that each of the said partners shall be just and faithful to the other in all dealings and transactions in and about the premises; and shall and will, on request, give, make, and render to the other a just and faithful account of the same, when and so often as the same shall be reasonably required. And that each of them shall at all times, upon the reasonable request of the other of them, deliver up or communicate to the other of them all such letters, accounts, writings, and other things, as shall or may come into his hands or knowledge, in anywise touching the trade or business of the said partnership

11. That no apprentice, clerk, or servant, shall be taken or engaged, Apprentices. or employed in the said business by either of the said partners, without the consent of the other of them, and that all premiums and apprenticefees to be paid with any apprentice shall be considered as part of the profits of the said business, and be divided accordingly.

12. That neither of them, the said A. and B., shall, without the con. Neither party to sent in writing of the other of them, employ any of the monies, goods, employ the or effects belonging to the said partnership, or engage the credit thereof, partnership

monies, &c., in any matter or thing, except on the account or for the use and benefit

except on acof the said copartnership.

count of the 13. That neither of them, the said A. and B., shall or will, either by partnership. himself or any other person or persons whomsoever, during the con- Nor engage in tinuance of the said partnership, directly or indirectly engage in any any other trade. trade, manufacture, or business, except upon the account and for the benefit and advantage of the partnership.

14. That neither of them, the said A. and B., shall buy or engage in Nor buy goods, any contract for any goods, or any other article whatsoever, ex- &c., beyond a

certain amount. ceeding the value of

without the consent in writing of the other first had and obtained.

15. That neither of them, the said A. and B., shall transact any busi- Nor lend money ness, or enter into any contract or agreement with, or give credit to, &c., against the

willof the other. any person or persons; or lend or advance any sum or sums of money out of the said partnership funds to any person or persons, after he shall be requested by the other not to do the same: And that neither Nor release of them, without the consent of the other of them, shall compound, re- debts, &c. lease, or discharge, any debt or duty which shall be due or owing to the said partnership, without receiving the full amount thereof; nor

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