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 (b). 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.

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

(c) East India Company v. Neave,

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

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

APPENDIX.

Precedents*.

No. I.

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

THIS INDENTURE, made the

at

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 and the said A. and B. are desirous to become of 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

day of

siness. Commence

ment and term

2. That the said partnership shall commence on the next, and shall continue for the term of fourteen years thence next ensuing, 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., aforesaid, or in such other place of business as the said partners

in

shall from time to time mutually agree upon.

4. That the capital of the said partnership shall consist of the sum
which shall be brought in by the said partners in the fol-

of £

* For two valuable precedents in the following collection, the author is indebted

to W. C. Macdougall and J. P. Wilmot,
Esquires, of Lincoln's Inn.

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

Capital to be

advanced.

Profit.

Monthly allow

ances.

Rent for house.

Rent, taxes,
&c., payable out
of the profits.

Books of account.

lowing proportions-namely, the sum of £
thereof, by the said A., and the sum of £

Messrs.

,

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
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 £ shall,
within one calendar month after the commencement of the said partner-
ship, 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 here-
by agreed shall be purchased by the said partnership at the price afore-
said; and the said partners shall be entitled to and interested in the
capital stock and effects of the partnership in the following proportions-
that is to say, A. in two third parts thereof, and B. in the remaining
one third part.

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).

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.

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 partnership business.

8. That, as well the said rent, as all taxes and other outgoings, which shall become payable in respect of the messuage wherein the said business 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 business, shall be paid and borne out of the profits of the said business.

9. That proper books of account shall be kept by the said partners, 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

PRECEDENTS.

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
or as may be
as are usually entered in books of accounts by
necessary or useful for the better manifestation of the state and pro-
ceedings of the trade or business of the said partnership; and that the
said books of account, together with all bonds, bills, specialties, assur-
ances, notes, letters, and other writings, which shall from time to time
concern the said partnership, shall be kept at the shop of the said part-
aforesaid, or in such other place
nership, in the house of A., at
have
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

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 consent in writing of the other of them, employ any of the monies, goods, or effects belonging to the said partnership, or engage the credit thereof, in any matter or thing, except on the account or for the use and benefit of the said copartnership.

13. That neither of them, the said A. and B., shall or will, either by himself or any other person or persons whomsoever, during the continuance of the said partnership, directly or indirectly engage in any 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
goods, or any other article whatsoever, ex-
any contract for any
without the consent in writing of the other
ceeding the value of
first had and obtained.

Neither party to employ the partnership

monies, &c., except on account of the

partnership. Nor engage in any other trade.

Nor buy goods, &c., beyond a

certain amount.

Nor lend money &c., against the

will of the other.

15. That neither of them, the said A. and B., shall transact any business, or enter into any contract or agreement with, or give credit to, 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