Nor draw bills, &c., except in the usual course

of business.

Nor become bail.

sign any bankrupt's certificate, letter of license, or other instrument,
whereby any debt or security shall be in anywise discharged, vacated,
or diminished: And also, that neither of them, the said A. and B,
without the consent of the other of them, shall draw or accept any bill
of exchange or promissory note, or contract any debt on account of the
said partnership, except in the usual and regular course of the business
of the partnership, and for the benefit thereof: And that neither of
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 in-
terest 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.
day of

Annual accounts (a).

16. That on the

General account on dissolution

or notice (b).

now next ensuing, and every succeeding 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 proportions of the capital of the said partnership.

17. That within the space of six calendar months after the expiration of the said term of fourteen years, or next after the determination of tne 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 said partners, neither of them, his executors or administrators, shall discharge any debt or debts which shall upon the partition or division be allotted or assigned to the other of them, or in any respect interfere in the receipt or recovery thereof.

After partition, neither to discharge a debt due to the other.

Account on death of partner

before the determination of

the partnership.

19. That, in case either of the said partners shall die before the expiration of the term of the said partnership, then the surviving partner shall, within the space of six calendar months next after the decease of the partner so dying, settle and adjust with the representative or representatives 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 decease of either of the said partners as aforesaid, the surviving partner shall decline to purchase the share of the deceased partner in manner aforesaid, then the credits and effects of the said partnership shall be

Settlement. in case the survivor declines to 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 the said surviving partner and the representative or representatives of the deceased partner, in the same proportions in which the surplus or residue would have been divided between the said partners if living, at the expiration of the said partnership by effluxion of time.

20. That, in case the said A. shall die before the expiration of the term of the said partnership, then the said B. shall have the option of purchasing from his representative or representatives, the messuage in 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.

21. Provided always, that if (contrary to the several agreements 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 exceeding 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 ; or shall 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.

PRECEDENTS.

at any time or times before the determination of the said partnership. And the partner so giving such notice of dissolution shall be at full liberty, and is hereby authorized, to advertise the same in the London Gazette, without the consent of the other.

22. That in case any difference shall arise between the parties to Arbitration these presents, their executors or administrators, touching the said clause. joint trade or business, or the management of the same, or the settlement of the books and accounts thereof, or the settling, applying, or dividing any of the profits, debts, or property belonging to the said partnership or joint trade, or any other matter, cause, or thing, relative to or concerning the same, or anything contained in these presents, and they cannot agree and determine the same between themselves, then, and in any such case or cases, the said parties, or their executors or administrators, shall forthwith nominate and appoint two disinterested persons, one of them to be chosen by each of the said parties, his executors or administrators; which two persons shall determine all such matters aforesaid, by their award in writing under their hands; and in case such persons cannot agree to determine the matters to them referred within thirty days next after such reference, then the same shall be referred to and determined by such one other disinterested person as the two first referees shall for that purpose nominate and appoint umpire in the premises, who shall determine the same by writing under his hand, within ten days next after he shall be so appointed umpire; and the said parties, their executors and administrators respectively, shall and will stand to and perform the award, arbitrament, and determination, which shall be made by the arbitrators or referees, or their said umpire, so to be elected and appointed as aforesaid, concerning the premises, without 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.

No. II.

Deed of Partnership between two Brewers.

THIS INDENTURE, made the

day of day of

1832, between A.,

1820, and made or

of &c., of the one part, and B., of &c., of the other part: WHEREAS,
by an indenture, bearing date the

expressed to be made between L. therein described of the one part,
and the said A. of the other part, it is witnessed, that, for the consider-
ations therein mentioned, the said L. did demise and lease unto the said
A., his executors, administrators, and assigns (All that messuage, &c.);
To hold the same unto the said A., his executors, administrators, and
years thence next ensuing, at the clear year-
assigns, for the term of
ly rent of £ , payable as therein mentioned: AND WHEREAS the said
A. hath, ever since the commencement of the said lease, carried on the

Nature of busi

ness.

Commencement and dura

tion.

Style of firm.

Capital.

trade of a brewer on the said premises, and hath from time to time ex-
pended divers large sums of money, amounting to £ , or there-
abouts, in making new erections and buildings, alterations, and im-
provements thereon: AND WHEREAS, in pursuance of a power for that
purpose contained in the said indenture of demise, the said A. hath,
with the consent in writing of the said L., agreed to admit the said B.
into partnership with him the said A., in his said trade of brewer, in
equal shares, for the whole of the residue now to come and unexpired
of the said term of years; and accordingly, by a certain instrument
in writing, bearing even date with these presents, the said A. and B.,
their heirs, executors, and administrators, have become jointly and
severally bound and liable for the payment unto the said L., his exe-
cutors, administrators, and assigns, of the said yearly rent of £
and for the performance of all and singular the covenants contained in
the said indenture of demise, as fully as if the said B. were a party
thereto; AND WHEREAS, in pursuance of the said agreement for a part-
nership, as well the residue of the said lease now to come and unexpired,
as all the said several erections, buildings, alterations, and improvements
so made by the said A. as aforesaid, together with the goodwill of the
said trade, and all the engines, machinery, implements, utensils, goods,
wares, malt, hops, beers, ales, horses, drays, commodities, effects, and
stock of every kind, in and upon the said premises employed and used
in carrying on the said trade, have been valued to the satisfaction of
the said A. and B., at the sum of £ AND WHEREAS it hath been
agreed that the said intended partnership shall be adjusted on the terms
and in manner hereinafter mentioned. Now THIS INDENTURE WITNESS-
ETH, that each of them, the said A. and B., for himself, his heirs, ex-
ecutors, and administrators, Doth hereby covenant with the other of
them, his executors and administrators, in manner following, (that is to
say):

:

1. That the said A. and B. shall henceforth be and continue partners together in the trade or business of brewer.

2. That the said partnership shall commence from the day of the date of these presents, and shall endure for the residue now to come and unexpired of the said term of years, that is to say, for the full term of years, to be computed from the day of the date of these presents, if the said partners shall so long live, subject to the provisions hereinafter contained for determining the said partnership.

3. That the firm and style of the said partnership or house of trade shall be , and that the said trade or business shall be carried on under the said firm in the said brewhouse, and on the several premises comprised in the said indenture of demise, and wherein the said A. hath hitherto carried on the trade of brewer as aforesaid, or in such other place as the said partners shall from time to time mutually agree upon.

,

as

4. That the capital of the said partnership shall consist of the sum of £ to be brought in by the said partners in equal shares: Provided, that the said A. shall be permitted to retain out of the moiety so to be brought in by him as aforesaid, the said sum of £ and for the purchase-money of the said lease, buildings, and other effects which have been valued as aforesaid, and which it is hereby agreed and declared shall be purchased by the said partnership: And the said partners shall stand possessed of and interested in all the capital stock and effects of the said partnership in equal shares, and shall be deemed