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the schedule hereto annexed the rect of which sd sum of the sd (assignor) doth, &c. He the sd (assignor) Doth by these prests ratify confirm and establish the sd sale and delivery so made by the sd M to the sd (assignee) of the same furniture and effects as afd In Witness, &c.

Schedule of the furniture above mentd

CONSENTS.

A Purchaser's Consent to deliver up an Agreement for the Sale of an Allotment of Common.

I the undersigned do hby consent that the agreement bearing date, &c. and entered into betn me and A B of, &c. shall be delivered up to the sd A B to be cancelled And I hby agree to rescind the same and do discharge the sd A B from the performance thof in all respects As witness my hand

Purchaser.

Consent of the Ordinary and Patron to the Building or Repairing a Parsonage House (from Sched. 17 G. III. c. 53).

Obs. It must be written on parchment.

A B rector (or vicar, as the case shall be) of the parish (chapelry or perpetual curacy) in the co of under the jurisdiction of the Ordinary having produced to us the sd Ordinary and Patron of the sd church and living under the hand of I H a skilful and experienced workman or surveyor a certificate of the state and condition of the buildings upon the glebe belonging to the sd church (or chapelry, &c.) and of the value of the timber and materials thereupon fit to be sold or employed about such buildings and also a plan made by the sd I H of the work proposed to be done by new buildings and repairs upon the sd glebe and an estimate of the expense attending the same after applying the sd materials or the money to arise from the sale thof in such buildings and repairs and also a particular account in writing signed by the sd A B of the profits of such living and of the rents stipends taxes and or. outgoings annually issuing thereout verified upon oath pursuant to the directions of an Act passed in the 17th yr of Maj. reign entitled 'An Act to promote the Residence of the Parochial Clergy by making provision for the sure speedy and effectual building rebuilding repairing and

purchasing Houses and other necessary Buildings and Tenements for the use of their Benefices' And having considered such certificate plan and account Now we do approve thof and do consent that such buildings and repairs shall be made as therein specified and that the sd A B do borrow and take up at int the sum of £ — being the estimate of the exps after deducting the value of the timber and or. materials thought proper to be sold and which appears to us from the sd account to be a sum not exceeding two years' net income and produce of the sd living which money is to be pd to W H (a psn nominated by us and the sd A B) and applied according to the direction of the sd Act

Another Consent, where the Patronage is in the Crown. (From Sched. 21 G. III.)

Whas the living or benefice of within the diocese of is in the patronage of the Crown and rated above (or 'under' as the case may be) twenty pounds in the King's Books (or of the Chancellor of the Duke of Lancaster') and application hath been made for the building (or rebuilding repairing purchasing or exchanging) the parsonage (or other building or land) for the use of the sd living or benefice in pursuance of the powers given for that purpe by an Act, &c. (as before) Now the Right Honourable First Lord Commissioner of the Treasury (or 'Lord High Chancellor of Great Britain' or 'Chancellor of the Duchy of Lancaster') being satisfied that such building (or rebuilding, &c.) will be an improvement and advantage to the sd living or benefice do hby consent that such building (or repairs, &c.) shall be made according to the directions and the true intent and meaning of the sd Act

Consent by a Vendor that a Purchaser may retain part of the Purchase Money.

And this Indre furr Witnesseth and it is hby decld and agrd and particularly the sd (cestuique trusts) do hby consent and declare that the paymt as well of the sd principal sum of £- being the remaining pt of the sd purchase money as of the int that shall become due in respect thof shall not be required of the sd (P) during the life of the sd A B by the sd (cestuique trusts) or any of them or any of their exs ads or ass And also that the sd sum of £ and int shall continue and be in the hands of the sd (P) his exs ads and ass as a security to him and them and as a protection to the sd messes

and or. heredts expssd to be hby released agst or from the (a) dower or thirds and all right and title of or to dower and all or. claims and demands of her the sd A B or of the sd N B in her right And for that purpe that it shall and may be lful for the sd (P) his hrs, &c. by and out of the sd sum of £- and the int thof to pay satisfy and reimburse himself and themselves all costs chas dams and exps which he or they shall pay bear sustain or be put unto And all money and costs which shall be recovd and enforced from or out of the sd messes and or. heredts expssd to be hby reld or any pt thof for or by reason or on acct of the dower or thirds of the sd A B or of any right int claim or demand of her the sd A B or the sd N B in her right or for or by reason or on acct of any action suit or or. proceeding at law or in equity which shall or may be brought had commenced or prosecuted for establishing such dower or thirds or for enforcing and establishing such or. right int claim or demand as afd or orwise in relation thereto

COPARTNERSHIP.

§ 1. No contract in writing is necessary to constitute a partnership. The bare consent of the parties to act together as partners, implied from their acts, will be sufficient to bind them in that character to each other, Peacock v. Peacock, 2 Campbell, 45; Reid v. Hollingshead, 4 B. & C. 878. As to third persons, an agreement to share in all risks of profit and loss, Grace v. Smith, 2 Bl. 998; Waugh v. Carver, 2 H. Bl. 235; R. v. Dodd, 9 E. 516; or in the profits only, without any risk of loss, will make a person liable as a partner, Ex parte Langdale, 18 Ves. 300; Gilpin v. Enderby, 5 B. & A. 954; so even the lending one's name, or holding oneself out to the world as a partner, will incur the liability of a partner, Ex parte Langdale, 18 Ves. 300. A dormant or sleeping partner, who brings in a part of the capital stock, without appearing in the business, is equally liable with the ostensible partner, and no agreement between the parties can prevent this liability, Hoare v. Dawes, Dougl. 356. Parties may stipulate among themselves to be responsible only for their own losses, and such covenants are binding upon them, but they are not binding on the creditors. Each member of a firm is liable for the whole amount of the debts contracted by the partnership. Grace v. Smith, ub. sup.

What constitutes a partnership.

2. Partnerships are regulated either by the express contract of How reguthe parties, or by the contract implied by law from the relation of lated. the parties. The duties and obligations arising from that relation are regulated, as far as they are touched, by the express contract; but if it does not reach all those duties and obligations, they are implied and enforced by the law, Crawshay v. Collins, 15 Ves. 226. It is obviously, therefore, of great importance that the articles of copartnership should be explicit in all matters that relate to the partnership concern.

(a) See Dower.

Parties to the deed.

Trustees

and executors liable as partners.

Com

3. All persons having a legal capacity to contract, may become partners; so likewise an infant may be a partner, so far as it is for his own benefit; but he must expressly disaffirm the partnership when he comes of age, otherwise he will be held liable as a partner, Goode v. Harrison, 5 B. & A. 147. A feme covert cannot sustain the character of a partner, although she or her husband may be beneficially interested in the profits of the concern, Balmain v. Shore, 9 Ves. 500. Trustees or executors carrying on trade for the benefit of infants, are personally liable, as partners, to third persons, Wightman v. Townroe, 1 M. & S. 412. Any number of persons may exercise a trade in copartnership, unless prohibited by statute. By 6 Anne, and 15 G. II., no more than six persons could join in a banking concern; but by the late Bank Acts, any number of persons, without limit, may form a banking establishment in London, or within sixty-five miles of London. By the 28 G. III. c. 53, s. 1, no more than five persons can be partners as coal merchants. As to Joint Stock Companies, see Deed of Settlement.

4. The commencement and duration of the partnership are mencement usually defined; but where no time is stipulated for the commenceand durament of a partnership, it has been held to commence from the date tion. of the agreement, Williams v. Jones, 5 B. & C. 108; and where it is to commence at a future period, equity will support the agreement, if the period of duration is fixed. See Agreements, p. 17.

Style of the firm.

Proportion of profit and loss.

Shares to

be paid by instalments.

Sums left

to bear interest.

5. When the style of the firm is fixed by the deed of copartnership, it is not competent to any one of the partners to alter it, Marshal v. Colman, 2 Jac. and Walk. 268.

6. The proportion of profit and loss which each partner is to receive or sustain ought to be particularly set forth in the articles of copartnership, as in the absence of stipulation it seems questionable whether a party, although liable to an equal share of the loss, would be entitled to an equal share of the profits, Peacock v. Peacock, 2 Campb. 45, S. C. 16 Ves. 56.

7. One partner cannot, without the consent of his copartners, introduce a stranger into the firm, and, consequently, cannot assign his share without such consent, although he may charge his undivided interest in favour of another, Bray v. Fromont, 6 Madd. 5; Ex parte Barrow, 2 Rose, 255, On this ground articles of copartnership do not survive for the benefit of the executors of a deceased partner, unless expressly so stipulated, Pearce v. Chamberlain, 2 Ves. 34. And the same principle applies to the assignees of a bankrupt, ib. The only exception to this rule is in respect to mines, the shares of which are transferable, without any express stipulation to that effect, Stevens v. Guppy, 3 Russ. 171; Fereday v. Wightwick, 1 Russ. and Mylne, 50. Stipulations of different kinds, suited to the circumstances of each particular case, are inserted in copartnership deeds in favour of particular partners or their representatives, to which courts of equity will give effect as far as possible, Balmain v. Shore, 9 Ves. 500. As to Joint Stock Companies, see Deed of Settlement.

8. Where the capital agreed to be brought in by an incoming partner is to be paid by instalments, the bankruptcy of the other party, before the payments are completed, will not enable him to withhold the remainder, unless it be expressly so stipulated, Ackhurst v. Jackson, 1 Swanst. 85; Wilson v. Greenwood, ib. 223. Sums left in, or lent to the joint trade by either of the parties, with the consent of the others, become a lien upon the copartnership stock, and carry interest, without express stipulation to that effect, West v. Skip, 1 Ves. 242; Toddington v. Hullett, ib. 497; For v. Hanbury, Cowp. 445.

9. Partners are joint tenants of their partnership stock, but Interest of without benefit of the jus accrescendi, or right of survivorship, Co. partners in Litt. 182; West v. Skip, 1 Ves. 242; Devaynes v. Noble, 1 Mer. partnership 564; except in regard of the goodwill of a trade, which in general property. belongs to the survivor, unless it be otherwise stipulated, Hammond v. Douglas, 5 Ves. 339, (see also Agreement for a Copartnership, Obs. 2.) Where lands are purchased for the purpose of the partnership concern, it should seem that in equity they are considered as forming a part of the partnership fund, Foster v. Hale, 3 Ves. 696; Smith v. Smith, 5 Ves. 189; and the survivor as a trustee for the representative of the deceased partner, Lake v. Craddock, 3 P. Wms. 158; but it has been held that there must be an express agreement in the copartnership deed, indicating the intention of the parties that the real property should be converted into personalty, otherwise the houses and lands which they employ in the trade will descend according to the rules of the common law, Thomson v. Dixon, 3 B. C. C. 199; Ripley v. Waterworth, 7 Ves. 425; Balmain v. Shore, 9 ib. 500.

10. The duties of copartners towards each other, namely, to give their personal attendance, to be faithful and just, not to charge the partnership estate with their separate debts, &c. are usually defined with precision in the partnership articles, according to the intentions of the parties. In the absence of stipulation, courts of equity act on the principle, that the good faith of the parties is pledged mutually to each other, that the business shall be conducted with their actual personal interposition, Peacock v. Peacock, Personal 16 Ves. 51. Where any party is to be relieved from this obliga- attendance. tion, it must be expressly so stipulated. As to the separate debts of the partners, they will not be charged upon the joint estate in any case, so long as the joint debts are unsatisfied, R. v. Sanderson, Wightw. 50; Young v. Keighley, 15 Ves. 557. So in respect to the carrying on a separate trade, a covenant not to exercise the same trade, on a separate account, is a common and legal cove- Carrying nant, Morris v. Colman, 18 Ves. 438; but although parties may on separate stipulate not to engage in any particular trade, yet this will not trade. prevent them from engaging in some other business, Glassington v. Thwaites, 1 Sim. and Stu. 133; provided such trade is not injurious to the partnership concern, for where parties are bound to promote an undertaking for their common benefit, they will not be permitted to engage in any other concern which would necessarily give them an interest adverse to that undertaking, ib. On the same principle, the stock in trade is to be employed only for the benefit of the joint trade, and not for the advantage of any particular partner, Beecher v. Guilburn, Mos. 3; Keeping Crawshay v. Collins, 15 Ves. 227. So likewise in respect to accounts. keeping account books, &c. which partnership articles usually require, it is the duty of each partner to keep separate accounts, and to have them always ready for inspection, and the omission to do so is ground of serious complaint, Goodman v. Whitcomb, 1 Jac. & Walk. 594; Rowe v. Wood, 2 Jac. & Walk. 558. No partner is at liberty to exclude another partner from the management of the joint concern, and in that case a court of equity will appoint a manager, Rowe v. Wood, ub. sup. In cases of gross misconduct, the court will sometimes decree a dissolution, Waters v. Taylor, 2 Ves. and B. 8; Crawshay v. Maule, 1 Swanst. 508; but it will not give this relief upon trivial grounds, Goodman v. Whitcomb, 1 Jac. & Walk. 594.

Partners bound by

11. Each partner being considered as the authorized agent of his copartners, they are bound by his acts in transactions relating each other's to the partnership, as in buying, selling, drawing and accepting acts.

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