make any sale or other disposition of the same, or any part thereof, yet so that nothing herein contained is intended to confer upon any such partner by preference any right to make any allotment, division or appropriation under this power inconsistent with the proportions in which the partners respectively may be entitled to the same residuary debts, property, estate and effects respectively. BETWEEN TWO PER SONS. death of ner before reserved deducting to go to XXVIII. THAT in case either of the said partners shall die In case of before the expiration of the term of the said partnership, then either partthe surviving partner shall, within the space of three calendar end of term, months next after the decease of the partner so dying, settle and adjust with the executors or administrators of the deceased partner all accounts, matters and things relating to the said. partnership, and do and shall at the expiration of such three months pay unto the executors or administrators of the said deceased partner the amount of the net profits of the said partnership business which, at the decease of the said partner who may so die as aforesaid, shall be standing to his credit in the books of the said partnership, and the executors or administrators of the deceased partner shall be entitled to one moiety moiety of or equal half part of the reserved fund of the said partnership fund, after as aforesaid, as the same shall exist at his decease, after deduct- 10l. per cent., ing from such moiety at the rate of £10 in respect of every representa£100 of such moiety, and that such moiety, after making such tives of deduction as aforesaid, shall be paid over and transferred to partner. such executors and administrators accordingly, and that all Residue of and singular the residue of such reserved fund (including the fund to sursaid deductions directed to be made from such moiety as afore- viving partsaid) shall in such case belong to and be the exclusive property of the surviving partner, and also that such surviving partner Surviving shall pay unto the executors or administrators of such deceased partner to partner such a sum of sterling money, clear of all deductions share of whatsoever, as by the books and accounts of the said partner- partner; ship shall appear to be contributed by such deceased partner to the capital stock of the partnership at his decease, with regard to the amount or proportion thereof, or the value thereof, which shall then appear to have been contributed by or on behalf of such deceased partner, and that such surviving partner shall be considered to be the purchaser of such share of his deceased deceased reserved ner. purchase deceased partner in the said capital stock at such sum of sterling money as aforesaid, and that such surviving partner shall purchase the share of the deceased partner of and in the residue (if any) of the property, credits and effects of and belonging to the said partnership, and the value of such residue (if any) shall be ascertained by two indifferent persons, one to be chosen by the surviving partner, and the other by the executors or administrators of the deceased partner, and the surviving partner shall thereupon enter into a bond in a sufficient penalty for securing to the executors or administrators of the deceased partner the amount of such sum of sterling money and valuation respectively 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 cent. per annum from the time of such decease, and also a bond for indemnifying the estate 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 in such capital stock, property, credits and effects, and enabling such surviving partner to collect and get in all the credits and effects due, owing and belonging to the said partnership. XXIX. THAT in case any dispute, doubt or difference shall arise between the said partners, or between the survivor of them and the executors and administrators of the deceased partner, or between their respective executors or administrators, touching the said joint business, or any valuation as aforesaid, or any other thing herein contained, or in anywise relating to the said partnership business, or the affairs thereof, the same shall, upon the request in writing of either of the partners, his executors or administrators, be referred to the arbitration of two indifferent persons, one to be chosen by each party in difference, within ten days after such request shall have been made, and in case either of the parties in difference, his executors or administrators, shall neglect or refuse to nominate an arbitrator, then the arbitrator named by the other party shall nominate another arbitrator, and the two arbitrators so to be appointed as aforesaid shall, before proceeding in the said reference, nomi BETWEEN TWO PER SONS. nate another indifferent person to be umpire, and the said arbitrators shall make their award in writing within thirty days next after such reference shall be made, or in case the said two arbitrators shall not agree to make their award within the time last-mentioned, then the said matters in difference shall be referred to the said umpire, who shall make his award in writing within thirty days next after the same shall have been so referred to him, and such arbitrators and umpire shall have full power to examine the said partners and their respective witnesses on oath, and to call for and require the production of all books, papers, deeds, letters, vouchers, documents and writings which they or he shall think necessary, and shall have all the powers and authorities given by the statute made in that behalf: AND the award of the said two arbitrators, or of the said umpire (as the case may be), shall be final and conclusive between the parties, and to that end it is agreed that any Submission submission or reference to arbitration under or by virtue of rule of Court. these presents shall and may from time to time be made a rule of any of her Majesty's superior Courts at Westminster, pursuant to the statute in that case made and provided. IN WITNESS, &c. to be made a No. C. DEED of COPARTNERSHIP between SHIP and INSU- THIS INDENTURE, made the day of BETWEEN BETWEEN SHIP AND INSURANCE BROKERS WITH SPECIAL Parties. A. B. of, &c. of the one part, and C. D. of the other part: CLAUSES. WHEREAS the said A. B. hath for some years carried on the trade or business of a ship and insurance broker and agent, at, and the said A. B. hath agreed to admit the said C. D. into partnership with him in his said trade or business aforesaid, for the term and under the stipulations hereinafter mentioned. INSURANCE BETWEEN NOW THIS INDENTURE WITNESSETH, that each of SHIP AND them the said A. B. and C. D., for himself, his heirs, executors BROKERS, and administrators, doth hereby covenant with the other of them, his executors and administrators, in manner following, CLAUSES. (that is to say) : WITH SPECIAL Mutual cove nants by partners. To become partners for term. Title of firm. Present capi tal. Future advances by I. THAT they the said A. B. and C. D. shall be partners in the said trade or business of ship and insurance brokers and agents. II. THAT the said partnership shall commence from the day of the date hereof, and shall continue for the term of fourteen years, from thence next ensuing, unless sooner dissolved under the provisions in that behalf hereinafter contained. III. THAT the firm and style of the said partnership shall be " -," and that the said trade or business shall be carried on under the said firm and style in the messuage belonging to the said A. B. in -, or in such other place of business as the said partners shall from time to time mutually agree upon. IV. THAT the present capital of the said partnership shall consist of the sum of £1000, which shall be brought into the said business by the said C. D., and shall be paid by him into the Banking Company to the credit of the said partnership, on the day of the date hereof. V. THAT all other monies which shall be necessary for carrythe partners ing on and conducting the said joint trade or business shall respectively. be advanced by the said partners in the proportions in which they are or shall be entitled to the gains and profits of the said trade or business as hereinafter mentioned: PROVIDED ALWAYS that if either of the said partners shall at any time or times, with the consent of the other of them, advance or pay to or for the use or benefit of the said partnership, any sum or sums of money beyond the proportion which he ought to pay or contribute, then the partner so advancing such sum and sums of money shall be paid and allowed interest thereon, after the rate of £5 per cent. per annum. Profits of business. VI. THAT the said partners shall be entitled to the profits of the said business in the proportions following, namely, the said A. B. to two-third parts thereof, and the said C. D. to the remaining one-third part thereof, and that all losses happening in the course of the said business shall be borne by them respectively in the like 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): PROVIDED ALWAYS that all commission and sums of money payable to the said A. B. in respect of ships, the chartering or loading whereof is or was completed on or before the day of the date of these presents, and all losses, costs and damages occasioned thereby shall belong to, and be borne by, and be the exclusive property or loss of the said A. B. BETWEEN SHIP AND INSURANCE WITH SPECIAL CLAUSES. partners to sums. VII. THAT the said A. B. shall be at liberty from time to time Power to to draw out of the said business any sum or sums of money draw out not exceeding the sum of £ per month for his own use; and the said C. D. 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 account and division of the profits of the said business; and if, upon every or any such settlement of accounts, it shall be found that such sums so drawn out as aforesaid, shall exceed the profits of the said business, then and in every such case such sums, so far as the same exceed the profits, shall be returned and restored by the said A. B. and C. D. respectively to the capital of the said partnership. profits to be certain VIII. THAT the said C. D. shall be at liberty at any time Rents and during the continuance of the said partnership, upon giving to the divided said A. B. one calendar month's notice of his intention to avail equally in a himself of this present provision, and upon payment to the event. said A. B. of £500, to become entitled to an equal share in the said partnership with the said C. D., and thenceforward the profit and loss shall be divided and borne between and by the said partners in equal proportions accordingly; and each of the said partners shall also thenceforward be entitled to draw out of the said partnership the sum of £— monthly for subsistence money, instead of the said sums of £and £ hereinbefore provided. as IX. THAT the said A. B. shall be allowed by the said partner- One of the partners to by way of rent for the two be allowed |