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contract any debt on account of the said partnership, except in the usual course of business, and for the benefit of the said partnership.
That neither (or not any] of the said partners shall Partners not assign over his share or interest in the said partnership to assign their effects, or withdraw, for his private use, the whole or any part of his share of the capital stock of the said partnership, or become bail or surety for any person or persons whomsoever, or carry on, either separately or in partnership with any other person or persons, the profession or business of any other trade or business whatsoever, without the consent of the other [or others] of them, or know, ingly or willingly do, commit, or permit any act, matter, or thing whatsoever, by means of which the said partnership moneys or effects may be seized, attached, extended, or taken in execution.
That during the continuance of the said partner- Annual stateship, and within two calendar months after the
in every year, unless the said partners, or either of them, shall be prevented by illness, and then, as soon after the said period as circumstances will permit, the said partners shall make a full and particular account, in writing, of all the moneys, credits, and effects due and belonging to the said partnership, and of all debts due or owing by or from the said partnership, to any person or persons, by reason thereof, which said annual account shall, within the time aforesaid, be written in two books, to be respectively subscribed by the said partners ; and after such subscription, each of the said partners shall take one of the said books into his custody, and shall be concluded by the said account, unless some error shall appear therein, and be notified within the space of twelve calendar months next after the taking of such account, when the same shall be opened, so far only as to rectify such error. And that, upon the making of every such yearly account, all interest which shall become due to either of the said partners, for any sum or sums of money to be lent by
him to the said partnership, shall, in the first place, be taken by the partner lending the same, and afterwards, the said partners respectively shall divide between them, in the proportion aforesaid, the clear profits of the said partnership business, which shall have accrued or been gained in the preceding year.
That if, at any time hereafter, whether during the reference to said copartnership, or after the determination there
of, any doubt, difference, or dispute, shall arise between the said parties hereto, their heirs, executors, or administrators, or any two or more of them, touching the construction of these presents, or any of the clauses, covenants, or agreements herein contained, or any account, valuation, or appraisement to be made as herein before mentioned, or any matter, cause, or thing whatsoever, in anywise relating to, or concerning the said copartnership, or the conducting, or management, or final settlement of the same, such doubt, difference, or dispute shall, at the request of any one of the parties in difference, and within thirty days after such request, be referred to the award or arbitration of two (or more] indifferent persons, one of such persons being nominated and appointed by each of the parties in difference, but so that where two or more persons shall take the same side in the dispute or difference, such persons shall be considered as one party thereto, and entitled to appoint one arbitrator only ;) and in case such arbitrators shall not agree upon an award within the space of thirty days next after such dispute or controversy shall be referred to them, or within such further time as may be agreed upon for that purpose by the parties in dispute, then such doubt, difference, or dispute, shall be referred to the determination of such indifferent person as the said arbitrators, by any writing under their hands, shall nominate and appoint as umpire in the premises, and that the award and determination of such arbitrators or umpire, as the case may be, touching all the matters in difference referred to them, shall be binding and
conclusive on all the parties to such reference, their executors or administrators, so that such award be in writing, under the hands of the party or parties making the same, and ready to be delivered to the parties in difference within thirty days after he or they shall be so appointed ; and that in case any or either of the parties in difference shall, for the space of thirty days after such notice or requisition as aforesaid, neglect or refuse to appoint or concur in the appointment of such arbitrators as aforesaid, it shall be lawful for the arbitrator to be chosen by the party giving such notice, to appoint some other person to act as arbitrator for and on behalf of the party or parties so neglecting to make such appointment ; and any award in which such arbitrator shall join and concur shall be binding, in like manner as if he had been actually chosen and appointed by the party so neglecting or refusing as aforesaid. And, lastly, that, for the further and better enforcing and insuring the performance and observance of every such award so to be made as aforesaid, the reference or submission for or in respect of the same shall, from time to time, be made a rule of the Court of Queen's Bench at Westminster, according to the provisions of the statute in that case made and provided, and that the reference shall not be defeated or affected by the death of any of the parties thereto, pending
Admission of a Partner. * Articles of Agreement made, &c., between, &c. Whereas A., B., and C., have, for some years past, carried on the business or trade of in copartnership together, upon, under, and subject to the terms, provisions, and agreements contained in the within written presents ; and whereas it hath been
* This form is intended to be indorsed on the articles of copartnership, but by a fuller recital it may be used for a distinct instrument.
agreed between the parties hereto, that, in consideration of the sum of L. to be paid to them, the said A., B., and C., by the said D., he, the said D., should be admitted and become a partner in the said trade or business with them, the said A., B., and C., for the residue of the within mentioned term of
years. Now, these presents witness, that, in consideration, &c., and it is hereby agreed and declared, between and by the parties hereto, that he, the said D., shall and will henceforth become, continue, and be a copartner with them, the said A., B., and C., in the said trade and business of for the residue of the said term of years. And it is hereby also agreed and declared between and by the parties hereto, that, from henceforth, the said several parties hereto shall be liable to pay, bear, and sustain all the costs, losses, damages, and expenses of the said trade or business, and of carrying on and managing the same, and also be entitled to divide and share the profits and gains to arise and be derived from the said business, in the shares and proportions following ; (that is to say,) &c. ; but that, in all other respects, the said trade or business shall be carried on, conducted, and managed upon, under, and subject to all the terms, provisoes, conditions, and agreements within mentioned, so far as the same may be applicable to a partnership of four persons, or as near thereto as the altered circumstances of the case may permit, as fully and effectually, to all intents and purposes, as if the same terms, agreements, mat. ters, and things, were herein particularly mentioned, expressed, and repeated, and the name of the said
D. therein inserted. And it is hereby agreed and that property declared by and between the said parties hereto, that
, shall belong subject to the conditions and agreements contained
in the said articles of copartnership, the copartner, tive executors, ship stock, estate, and effects belonging to the said
late partnership of A., B., and C., shall henceforth become and be the property, and belong to the said parties hereto, as such copartners as aforesaid, and
their respective executors, administrators, and assigns. In witness, &c.
Dissolution of Copartnership. This indenture, made, &c., between, &c. Whereas Parties. the said T. F., J. G., and J. J., have for some time Recital of the past carried on the trade or business of in co- articles of copartnership with each other, under the firm of, &c.,
partnership. and under and subject to the terms and conditions contained in a certain indenture or articles of copartnership, bearing date, &c. And whereas the said, &c., have mutually agreed to dissolve the said copartnership, from the day of the date hereof, [or] as from the day of
last. And whereas upon the treaty for such dissolution of copartnership as aforesaid, it was agreed that the said T. F. should, in consideration of the sum of L. to be to him paid by the said J. G. and J.J., assign to the said J.G. and J.J. his one-third or other part or share of and in the said partnership stock in trade, estate, and effects, as hereinafter mentioned. Now, this inden- Witnessing ture witnesseth, that, in pursuance of the said agree
part. ment, they, the said, &c., with the mutual assent of each other, have determined and dissolved, and by these presents do determine and dissolve the said copartnership, and do declare that the same shall [as from the, &c., last] cease and deterınine. And this Operative indenture further witnesseth, that, in further pursu
part. ance of the said agreement, and in consideration of the sum of, &c., to the said T. F. in hand paid by the said J. G. and J. J., at or before the execution of these presents ; and in consideration of the covenants Release and and agreements hereinafter contained, on the part of assignment
of goods. the said J. G. and J. J., he, the said T. F., hath granted, bargained, sold, released, and assigned, and by these presents doth, &c., all that the one undivided third part or share, or other part or share of him, the said T. F., of and in all and singular the stock in trade, and other estate and effects, &c., of and belonging to the said copartnership, and of and in all