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property in the said joint stock or capital, gains, profits, and effects:
21. That all debts owing by any partner dying, on account of the On death of said partnership, shall be paid in full to the death of such partner, when partner, surand as the same shall become due, or as soon after as the payment of riving partners the same shall be demanded; and the surviving partners or partner shall, which he is anby a bond or obligation in a sufficient penalty, become jointly and se- swerable, and verally bound to the personal representative of the deceased partner, to give his ex, for the payment of the said outstanding debts within the period of
ecutors a bond
of indemnity. from the time of the decease of such partner, and also for the indemnity of the personal representative, and the estate and effects of the said deceased partner of, from, and against the said debts and all actions and suits, at law and in equity, on account of the same.
22. That in case any one or more of the said partners shall neglect Clause of exor refuse to bring into the said partnership stock his or their share or pulsion. respective shares of and in the said capital of £ on or before the
next, or if, &c. (Pursue the several preceding covenants, or such of them as may be thought necessary, as in Gen. Prec. cl, 21, and then proceed), then, and in every such case, the partner or partners so offending shall, upon notice in writing being given to him or them to that effect, be discontinued and expelled from the said partnership in as full a manner as if he or they had not been named a joint partner or partners.
23. That upon the expulsion of any partner or partners as afore- Account and said, a general account shall be taken of the credits and effects of the payment on exsaid partnership, and the debts of the said partnership shall be dis- pulsion. charged up to the period of such expulsion, and the continuing partners or partner
pay to such expelled partner or partners, his or their share or respective shares of the said capital, with interest, at such times and in such manner as are hereinbefore respectively mentioned, in the case of payment to the personal representatives of a deceased partner or partners; and also shall execute to such expelled partner or partners, a bond of indemnity of like nature, and for like purposes as are hereinbefore mentioned in regard to the bond to be given to the personal representatives of a deceased partner or partners.
24. That when any one or more of the said partners shall die or be On expulsion, dismissed from the said partnership, the lease of the house and other lease to go to premises in which the banking business shall be carried on, shall re
25. That when and so soon as the said partnership shall be deter- Ondeath ordismined as to any one or more of the said partners, by his or their death, missal of partor by his or their being dismissed from the said partnership before the ner, his share of expiration of the said term of years, then the original and also replaced by surthe derivative and additional share or shares of and in the said partner- viving or conti
ship concern, of such partner or partners respectively, shall belong to the surviving or continuing partners in proportion to their original shares in the capital of the same partnership; and the surviving or continuing partners shall, in the same rate or proportion, replace and supply the part or share, or several parts or shares, of and in the capital stock of the said partnership, amounting to € as aforesaid, which shall be drawn from the said partnership by or on the account of the partner or partners so dying or dismissed 'respectively, his or their respective executors or administrators.
26. (Arbitration clause.)
Deed of Partnership between two Attornies. THIS INDENTURE, made the day of &c., between A., of &c., attorney at law and solicitor, of the one part, and B., of &c., attorney at law and solicitor, of the other part: WHEREAS the said A. and B. have mutually agreed to enter into partnership as attornies and solicitors, for the term and under the stipulations hereinafter mentioned: Now thIS INDENTURE WITNESSETH, that, in pursuance of the said agreement, and in consideration of the sum of £ of lawful English money, by the said B. to the said A. in hand well and truly paid (as and by way of premium for the said intended partnership) immediately before the sealing and delivery of these presents, the receipt of which said sum of £ he the said A. doth hereby acknowledge, and of and from the same, and every part thereof, Doth acquit, release, and discharge the said B., his heirs, executors, and administrators, for ever by these presents, each of them the said A. and B. doth hereby for himself, his heirs, executors, and administrators, covenant and declare with and to the other of them, his executors and administrators, in manner following, (that is to say) :
1. That they the said A. and B. shall be and continue partners in the profession or business of attornies at law, solicitors, and conrerancers, for the term of fourteen years from the date hereof, if they the said A. and B. shall so long live.
2. That the said partnership business shall be carried on under the firm or style of Messrs. A. & B., at the dwelling-house and office of the said A., at aforesaid, until otherwise agreed upon by the said parties.
3. That the capital of the said partnership shall consist of the sum of £ and of such other sum and sums of money as shall from time to time be wanted for carrying on the said business with facility and advantage, and the same shall be brought in by the said partners in the following proportions; namely, the sum of £ being two-thirds thereof, by the said A., and the sum of £ being the remaining onethird pari, 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
Nature of busi-
Capital to be advanced.
Messrs. at &c., to the credit of the said partnership, on or before the
4. That if either of the said partners shall at any time or times ad- Partner advance or pay to or for the use or benefit of the said partnership, any vancing money
to be allowed sum or sums of money beyond the proportion which he ought to contribute, then the partner so advancing such sum or sums of money shall be paid and allowed interest thereon after the rate of £5 per
per annum, before any division of profits shall be made.
5. That the said partners shall be entitled to the profits of the said Profits to be business in the proportions following; namely, the said A. to two third shared ; parts, and the said B. to the remaining one third part thereof; and that all and every sum and sums of money which shall, at any time during the continuance of the said partnership, be received as a fee or fees to include with any articled clerk or clerks to be taken by either of the said parties, clerks' fees. shall be shared between the said parties in like proportions.
6. That all losses happening in the course of said business, &c. (Gen. Losses. Prec., Clause 5).
7, 8. (Gen. Prec. Clauses 7, 8; including, in the latter, stipulations Rent, expenses, as to expenses of stationery, copying clerks, counsels' fees, &c.)
9. That, in case the profits arising from the business of the said part- Repayment of nership, including fees with any articled clerk to be taken, or other part of preextra fees or gratuities paid to the said partners on the joint account of mium on a certhe said partnership, (after deducting thereout the rent so payable to A. as aforesaid, and all the expenses of the said partnership), shall not at the end of the first three years of the said term, if both the said partners shall then be living, amount to the sum of £ being the calculated average value of three years' profits of the said partnership: then the said Ă. shall repay to the said B. so much of the said sum of £ advanced by way of premium as aforesaid, as shall make the profits of the said B. equal to one-third of the said sum of £ (the average value).
10. That if both or either of them the said A. and B. shall die before On death of one the expiration of the said first three years of the said partnership term, before three then the said A., his executors or administrators, shall and may retain years,
mium to be rethe whole of the said premium or sum of £
tained. 11, 12. (Gen. Prec., Clauses 9, 10.)
13. That neither of them the said A. and B. shall or will at any Neither partner time during the said partnership carry on, prosecute, or defend any ac- to prosecute on tion or suit at law or in equity, or transact any agency or other business his separate acincident to the profession of an attorney, solicitor, or conveyancer, for any profit or advantage on his own separate account, or in any other manner than for the joint benefit of the said A. and B., and that neither of the said parties shall undertake the prosecution of any cause or suit, after he shall be required by the other of the said parties not to do the
14. (Gen. Prec., Clause 15.)
Annual account. 16. That immediately upon the dissolution of the said partnership by General aceffluxion of time, during the lives of both the said partners, a general count on dissoaccount in writing shall be stated and settled between the said parties lution by efflusof all the debts due from and to the said partnership, and of all the affairs ion of time. and transactions thereof; and upon the completion of such account, the said parties shall forthwith pay or provide for the payment of their re
spective shares of the debts owing by them in respect of the said partnership, and, after payment of such debts, shall make a distributio, division, and allotment of the partnership property, credits, and efects between them according to their several proportions and interests thefsin; and the deeds, papers, writings, vouchers, and documents belonga or which shall relate to the affairs of the clients of the said partnerska
shall be retained by or delivered to each of the said parties, in manier Regulations as following; that is to say, such of them as shall belong or relate to the to papers, &c. affairs of any clients who shall have been obtained through the interes
of A., shall be retained by the said A., unless the said clients shall coject thereto; and such of them as shall belong to or relate to the afar of any clients who shall have been obtained through the interest of B. shall be retained by the said B., unless the said clients shall obat thereto; and in case any dispute shall arise as to the custody of the papers in any particular business, it shall be referred to the client : whose business they relate, to determine to which of the said partner
the said papers shall be delivered. On death of 17. That in case either of the said partners shall die during the sail either before
partnership, the survivor shall be at liberty to take at a fair valuation, expiration of term, survivor
to be made by some indifferent person to be appointed by such surviva to take books,
and the executors or administrators of the deceased partner, the furni&c. at a valua- ture, books, and all such other things as shall have been used in the sed tion.
partnership, and are not included in the said lease to A. as aforesaid, provided that payment be made for the same within
calendar months after the decease of the said partner: And on such payment being mađe
, i the executors or administrators of the said deceased partner shall asign or otherwise make over the said furniture, books, and things unto
the said survivor at the expense of the latter. Account to be 18. That immediately upon the dissolution of the said partnership
, taken on the death of one
by the death of either of the said partners as aforesaid, an account u partner.
writing shall be taken by the surviving partner, and the executors of administrators of the deceased partner, of all the credits and effects of the said partnership, and of the debts due from the said partnership
, according as the same shall stand at the day of such partner's decease
: and the surviving partner shall proceed with all convenient speed to collect and get in the credits of the said partnership; and after paying thereout all
and every sum and sums of money owing by the said part: nership, shall, from time to time, as often as the monies in his hands shall amount to the sum of £
, pay over and account with the erë cutors or administrators of the deceased partner, for their share or pro portion thereof; and so soon as the whole of the share of such deceased partner shall have been paid to his executors and administrators 93 aforesaid, they the said executors and administrators shall duly assiga and release unto such survivor, all the right, title, and interest of thea
the said executors and administrators in and to the premises. Other provi- 19. That the expense of winding up and adjusting the said accounts sions on the and the collection and receipt of the said credits, upon the decease of death of a part- any partner as aforesaid, shall be paid out of the funds of the said part
nership; and that in case there shall be any deficiency in the said 100 nies, credits, and effects of the said partnership, to pay and satisfy the debts which shall be due and owing from the same, such deficiency shall be paid by the surviving partner and the representatives of the deceased partner in the same proportions, in which such surviving and
deceased partner (if living) would have been bound by virtue of these
20. That in case the said B. shall at any time after the expiration of B. may retire
21. That in case of such dissolution by the retirement of the said B. B. to be indemas aforesaid, all and every the papers, books, and writings which shall nified for giving relate to the general business of the said partnership, shall be retained up papers, &c. by the said A., he the said A. indemnifying the said B., his executors and administrators, from and against all damages, costs, and charges which he the said B., his executors or administrators, may sustain or be put to by reason of his the said B.'s delivering up and permitting the said A. to retain the said papers, books, and writings as aforesaid.
22. That in case of such dissolution by the retirement of the said B. B. not to prac. as aforesaid, he the said B. shall not nor will at any time or times here- tise as an attorafter, during the life of the said A., set up business as an attorney or
ney within fifty
miles of A. solicitor either by himself or in partnership with any person within fifty miles of aforesaid, (the place of Ai's residence), whether the said A. shall continue to reside and practise at or shall remove to and practise at any other place within the said county of and that in case he the said B. shall wilfully or negligently break or fail to perform this present covenant, then he the said B., his heirs, executors, or administrators, shall and will immediately thereupon pay unto the said A., his executors or administrators, the sum of £ , as liquidated damages, to be deemed and taken in full satisfaction and discharge of such covenant, and not in the nature of a penalty (a).
23. Provided always, that if, contrary to the several agreements here- Expulsion inbefore contained, either of the said partners, &c. (See Gen. Prec. cl. 21.) clause.
24. (Arbitration Clause.)
(a) Ante, pp. 154, 167, 168,