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sign any bankrupt's certificate, letter of license, or other instrument,
whereby any debt or security shall be in anywise discharged, vacated, Nor draw bills, or diminished: And also, that neither of them, the said A. and B , &c., except in without the consent of the other of them, shall draw or accept any bill the usual course of exchange or promissory note, or contract any debt on account of the of business.
said partnership, except in the usual and regular course of the business Nor become of the partnership, and for the benefit thereof: And that neither of bail.
them shall become bail or surety for any person or persons: And that neither of them, the said A. and B., shall assign over his share or interest in the said partnership, or withdraw his share of the capital therein, or carry on, either separately or in partnership with any other person or persons, the business of , or knowingly or willingly do, commit, or permit, any act, matter, or thing whatsoever, by which, or by means of which, the said partnership monies or effects shall be seized, attached,
extended, or taken in execution. Annual ac16. That on the
now next ensuing, and every succounts (a). ceeding day of in every year during the continuance of
the said partnership, a general account and rest, in writing, shall be made and taken by the said partners, of all such goods, wares, and merchandizes, as shall have been sold in the said trade or business, and of all stock, monies, debts, and other things belonging, due, or owing to the said partnership; and of all such debts as shall be due or owing from or by the said partnership to any person or persons, by reason of the said trade or business; and of all such other matters and things as are usually comprehended in annual accounts of the same nature taken by ; and a just value and appraisement shall be made by the said parties of all the particulars included in such account, which may be appraised. And the said general account or rest, valuation or appraisement, shall from time to time be written in two books, and be signed and subscribed in each of such books by each of the said partners, within one month after the time appointed for the taking thereof respectively, and after such signing and subscribing, each of the said partners shall take one of the said books into his custody, and shall be bound and concluded by every such account respectively, unless some manifest error shall be found therein, and signified by either of the said partners to the other of them within one year from the date of such account: in which case, but not otherwise, such error shall be rectified. And that, on the making up of every such yearly account, all interest which shall become due to the said A. or B., for any sum or sums of money which they may respectively advance and bring into the said partnership, and the yearly allowance to the said A. for rent, shall in the first place be deducted, and the clear profits of the said trade, after all necessary deductions and allowances made thereout, shall be divided between them the said A. and B., according to their respective propor
tions of the capital of the said partnership. General account 17. That within the space of six calendar months after the expiration on dissolution of the said term of fourteen years, or next after the determination of or notice (6). the said partnership, pursuant to any notice to be given by virtue of
these presents, a general account, in writing, shall be taken of all the stock, monies, and effects, and other things remaining and being in the said joint trade or business, or owing or belonging to the said partners on account thereof; And also of all debts due or owing by the said (a) Ante, p. 144.
(b) Ante, p. 145.
partners to any person or persons for any matter or thing concerning the said joint trade or business, or relating thereto; and upon finishing the last-mentioned account, the partner who shall have advanced or lent any sum of money more than the other to the said copartnership, shall be paid and satisfied such sum of money as he shall have so advanced or lent more than the other, and which shall be then due, and all interest which may be due and owing to him from the copartnership or joint business, in respect thereof; and all other debts which shall be due or owing from or by the said copartnership and joint trade, shall also be satisfied and discharged; and then the residue of the effects, together with the debts and monies due and owing to the said partnership, shall be parted and divided between the said partners, in proportion to their respective shares and interests therein. And each of the said partners shall give unto the other of them a bond in a sufficient penalty for the payment of his proportion of the debts owing by the said partnership; and well and effectually assign to and empower the other of them, his executors and administrators, to recover and receive all such credits and sums of money as shall be due and owing to him after such partition and division, and do and execute all such other acts and things as shall be necessary in order to vest the sole right and property therein in the partner to whom the same shall then belong.
18. That after such partition or division shall be made between the After partition, said partners, neither of them, his executors or administrators, shall neither to disdischarge any debt or debts which shall upon the partition or division charge a debt
. be allotted or assigned to the other of them, or in any respect interfere in the receipt or recovery thereof.
19. That, in case either of the said partners shall die before the ex- Account on piration of the term of the said partnership, then the surviving partner death of partner shall, within the space of six calendar months next after the decease of termination of the partner so dying, settle and adjust with the representative or repre- the partnership. sentatives of the deceased partner, all accounts, matters, and things relating to the said partnership: And if the surviving partner shall be Option to surdesirous of purchasing the share of the deceased partner of and in the vivor to purproperty, credits, and effects of the said partnership, then the value chase deceased thereof shall be ascertained by two indifferent persons, one to be chosen
partner's share. by the surviving partner, and the other by the representative or representatives of the deceased partner; and the surviving partner shall thereupon become the purchaser of the said share at such valuation, anu shall enter into a bond, in a sufficient penalty, for securing to the representative or representatives of the deceased partner the amount of such valuation by three equal instalments, at the respective periods of six, twelve, and eighteen calendar months next after the decease of the partner who shall so die as aforesaid, with interest at the rate of £5 per centum, per annum, from the time of such decease; and also, a bond for indemnifying the estates and effects of the deceased partner against the debts and demands due or owing by or from the said partnership, on having a proper assignment or assurance executed for vesting in the surviving partner the share of the deceased partner, and enabling such surviving partner to collect and get in all the credits and effects due, owing, and belonging to the said partnership. But in case, at the de- Settlement, in cease of either of the said partners as aforesaid, the surviving partner case the survishall decline to purchase the share of the deceased partner in manner
vor declines to aforesaid, then the credits and effects of the said partnership shall be purchase.
collected in or converted into money; and out of the money arising therefrom, all the debts due from the said partnership shall be discharged, and the surplus or residue shall be divided between said surviving partner and the representative or representatives of the de ceased partner, in the same proportions in which the surplus or residue would have been divided between the said partners if living, at the es.
piration of the said partnership by effluxion of time. Option to B. to 20. That, in case the said A. shall die before the expiration of the purchase house term of the said partnership, then the said B. shall have the option of in case of death purchasing from his representative or representatives, the messuage in of A.
aforesaid, where the said business is so carried on, at the price or sum of £ , provided that the said B. signify his intention of becoming the purchaser of the said messuage, to the representative or representatives of the said A., within three calendar months next after the decease of the said A.; and the said B, shall accept an assignment (to be prepared at his expense) of the term of the said A. in the said leasehold premises, whereof years are now expired, subject to the yearly
rent of £ , without requiring the production of the lessor's title. Clause of expul. 21. Provided always, that if (contrary to the several agreements sion (a).
hereinbefore contained) either of the said parties shall neglect or refuse to attend to the business of the said partnership; or if either of the said parties shall wilfully neglect or refuse to keep proper and just accounts; or, without the consent of the other, engage apprentices or servants; or employ the partnership money except on account of the partnership; or engage in any other trade; or buy or contract for any
goods erceeding the value of £
; or shall transact business, or enter into contracts with, or make advances or give credit to any person or persons after he shall be requested not to do the same; or if (contrary to the said agreements) either of the said parties shall compound or release any debt, or sign any bankrupt's certificate, letter of license, or such other instrument as aforesaid; or draw or accept any bill or note, or contract any debt on account of the said partnership, except in the usual and regular course of the business of the said partnership, and for the benefit thereof; or shall become bail or surety for any person or persons; or shall assign his or their share or interest in the said partnership, or withdraw his share of the capital therein; or if either of the said partners shall carry on, either separately or in partnership with any other person or persons, the trade or business of a become insolvent, or shall suffer his body to remain in execution for more than one calendar month; or shall do, commit, or permit to be done, any act, matter, or thing whatsoever, by which, or by means of which, the said partnership monies or effects may be seized, attached, extended, or taken in execution: Then, and in any of the said cases, the other of the said partners, if he shall think fit, shall be at liberty to dissolve the said partnership, by giving to the partner who shall offend in any of the particulars aforesaid, a notice in writing, declaring the said partnership to be dissolved and determined: and the said partnership shall, from the time of giving such notice, or from any other time to be therein specified for the purpose, absolutely cease and determine accordingly; without prejudice, nevertheless, to any remedies belonging to either of the said partners for the breach or non-performance of all or any of the covenants and conditions contained in these presents, (a) See ante, p. 151. This may be omitted if the notice in clause 2 is thought sufficient.
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at any time or times before the determination of the said partnership.
22. That in case any difference shall arise between the parties to Arbitration
any further suit or trouble whatsoever. And it is hereby further agreed, that this submission to reference shall be made a rule of the Court of King's Bench, upon the application of either of the said parties: And also that no suit at law or in equity shall be commenced or prosecuted against the referees or their umpire, concerning any of the matters or things so to be referred to them or him as aforesaid, or concerning their or his award or determination. In WITNESS, &c.
Deed of Partnership between two Brewers.
HIS INDENTURE, made the day of 1832, between A.,
trade of a brewer on the said premises, and hath from time to time ex-
say): Nature of busi
1. That the said A. and B. shall henceforth be and continue partners
together in the trade or business of brewer.
and unexpired of the said term of years, that is to say, for the full
sions hereinafter contained for determining the said partnership.
shall be , and that the said trade or business shall be carried on
4. That the capital of the said partnership shall consist of the sum