Art. 26; also as to Notice, Art. 29, and Arbitration Between Clause, Art. 30) In Witness, &c. Articles of Copartnership between two Merchants, one in London, and one in a Foreign Establishment. Merchants. Duration. Capital. This Indre made, &c. Betn (a) A B, of, &c. of the one pt and C D of, &c. of the or. pt Whas the sd A B and C D have agrd to become ptnrs togr as merchants togr in the trade or concern hnaftr mentd for their mutual and equal risk on the terms and consons and for the period of time and subject to the provos and condons hnaftr parlarly set forth and expssd Now this Indre Witnesseth That they the sd A B and C D do hby mutually covt promise and agree the one with and to the or. of them and for their respive exs ads and ass in manner following that is to say-1. That from and immly after Cominencethe date and execution of these prests they shall and will ment of the open and commence a jt trade togr as general mer- partnerchants at P - on the coast of Brazil in South America ship. and establish a counting-house at London convenient for carrying on the sd jt trade with the sd Pas afd -2. That the same shall continue from henceforth for and during the period or term of yrs and no longer unless a further term shall be agrd upon betn them under the firm of C D and Co.-3. That the sd A B and C D shall embark in the sd jt trade the capital sum of £ each on the day next after the day of the date hereof and shall and will resply credit the jt acct of the sd coptnshp with int at the rate of 5l. per cent. per annum on so much as shall not then be brought in and for so long a time as the same shall be deficient4. That the sd C D shall forthwith set out on a voyage to P-for the purpe of establishing the sd jt trade there duct the in the sd firm and shall and will reside at P for the purps afd and shall devote the whole of his skill judgmt and ability superintendence time and attention thereto during all the term of this ptnrshp in establishing conducting and carrying on the same And shall not nor will carry on any or. trade either for himself alone or in conjunction with any or. psns whomsr for his own bent and advantage-5. That all goods merchandizes and effects purchased and taken up by him the sd C D at P- afd on acct of the sd jt trade shall from time to time and at all times be consigned and due advice for insurance thereof or orwise be sent to the firm of A B and Company in London-6. That the sd A B being already engaged in or. business in Engld shall be at (a) For variations, where the firm consists of several partners, &c. see next Precedent, CD to con business at P A B to con- CD to have Profits and monies left in the partnership. Between liberty to continue the same and shall not be required Mer- to quit England on acct of any matter or thing chants. whatsr concerning the sd jt trade And that all the concerns of the sd jt trade shall be conducted in Gt Britn and Ireland by the sd firm of A B and Co. under the direction and control of the sd A B—7. That the sd C D shall not have or be deemed to have any right or int in any of the or. affairs or concerns of the sd A B but only in the sd house firm or jt trade to be carried on at P afd which shall be at all times and shall be deemed and taken to be a distinct establishment and to have no connexion therewith-8. That the sd A B and C D their respive exs ads and ass shall be deemed and taken to be interested in and entitled to all the property and effects of the sd jt trade and all prfts and advantages to be made thby in evy respect and be liable and accountable to each or. for all losses dams and exps purchases paymts claims and demands whatsr concerning the same in evy respect in Interest on equal moieties-9. That they shall be resply entitled to an int at the rate of 51. per cent. for all sums which over and above the before-mentioned capital of £ – either of them shall bring in and suffer to remain and be employed in the carrying on and extending and improving the sd jt trade for so long a time as they shall suffer the same sum or any pt thof so to remain therein. and the like int for the whole or any pt of the sums which each of them shall be entitled to draw out according to the provision in that behalf hnaftr mentd-10. That all such goods bills mos and effects which shall be sent consigned or transmitted either from Gt Britn or Ireland to Por from Pto Gt Britn or Ireland shall be for the mutual acct risk prft and loss of them the sd A B and C D their respive exs ads and ass in equal and distinct moieties-11. That they the sd A B and C D shall mutually be entitled to charge to the jt acct of the sd ptnrshp all sums of money losses dams bad debts costs chas and exps on any acct whatsr paid sustained borne or incurred by either of them as well at London as at P for the use and in the management and conduct of the sd jt trade parlarly the expense of a competent person to conduct the business and forward the general int of the sd concern including his travelling chas and that the sd C D shall be entitled to charge to the jt acct the sum of £ for the voyage of himself and one or. psn and the sum of £ - yrly for house exps and also to charge for house rent necessy clks and all or. chas incurred in maintaining the Allowances establishment there-12. That the sd A B shall be alto A B. lowed in addition to his share of the net prfts of the sd Charges to the joint account. Allowances to CD for establishment at P Between Mer chants. Not to become bail, trade the usual commission on all consignments made by the firm in P — to the sd house in London and also on all bills of exchange and insurance transactions-13. That each of them the sd A B and C D shall be at To draw liberty from time to time to draw out of the sd ptnrshp out. effects for his own use and bent as well int after the rate of 51. per cent. on the amount of his respive capital so brought and continued in the sd jt concern as afd as one moiety or half pt of his own share of and in the net prfts thereof within six months next after the same shall have been correctly ascertained and the accts thof shall have been made out and transmitted to each of them and mutually signed by them and not before and that the or. moiety thof shall remain in the sd jt trade to increase their mutual capital therein That no bent or advantage of survivorship shall, &c. (see Gen. Precedent, Art. 12)-14. That the sd, &c. shall and will be faithful, &c. (see Gen. Precedent, Art. 15) That neither of them the sd A B and C D shall or will at any time during the continuance of the sd coptnshp term of yrs become bail for any or. psn or deliver or exte any assnmt of the coptnshp effects draw accept or indorse any promissory note or bill of exchange for the accom'modation of any or. psn or do or cause to be done any act whatsr either in the name of the sd firm or in their own separate names or capacities whereby it may be possible that the sd jt int may be in any manner injured diminished charged or prejudicially affected but that nothing herein provided shall extend or be construed to extend to or interfere with the engagements of the sd A B in his own affairs-16. That for the bet- Books of ter manifestation of the just and upright dealings betn account. them the sd pties hereto all proper books of acct shall be provided as the sd jt trade shall require wherein all transactions matters and things whatsr which in any manner affect or concern the same shall be correctly entered and that nothing shall be wilfully defaced altered or obliterated therefrom witht the previous knowledge and consent of each or. and shall be freely open to the access of each or. for inspection copy or extract therefrom for their mutual satisfaction-17. That some time Annual in the month of in evy yr during the continuance accounts. of this ptnrshp the sd pties hereto shall mutually make out a balance or clear and just acct in writing up to the day of the previous of all such transactions as have theretofore passed in the conduct of the sd jt trade with any secties vouchers and letters which may tend to elucidate explain and manifest the situation and condon thof and of the balance of the sd jt acet subsisting &c. Between at that time and shall duly transmit to each or. fair Bankers. transcripts thereof subscribed with their respive names Final -18. That in order the better to enable the sd A B to make correct and immediate entries of the sd coptnshp acets and transactions the sd C D shall transmit to him once in evy mth a correct copy of the journal kept by him at P- during the preceding mth and the sd A B shall for the like purpe also transmit to the sd C D once in evy three mths a correct copy of the account which shall have been kept by him during the preceding three months-19. That in case of the dece of either of them account on the sd A B and C D at any time before the expiration the death of of the sd term of yrs and before any such annual one party. acct shall be so made up as is bnbefe prescribed and there shall be any outstanding debts credits and transactions of the sd jt trade the survor of them shall forthwith proceed to make out a final general acct thof and shall with all speed wind up the sd jt concern and finally pay and satisfy the exs or ads of the pty so dying the balance or share to which the sd pty is entitled And such final and mutual rels acquittances discharges and secties shall be forthwith made and exted betn them as the nature of the case shall require And that from and after such final acct so made and signed betn them the sd pties the sd jt concern shall absolutely vest in and belong to the survor of the sd pties for his own risk and bent and such final acct shall not aftwds be disturbed unless an error can be clearly pointed out Dissolution. within mths after the signing thof-20. That at the expiration of the sd term of yrs in case the same coptnshp shall not have previously been determined such final acct shall be forthwith made out and all such division of assets rels acquittances discharges and secties shall be given and exchanged betn the sd pties as shall effect such the termination of the sd jt trade accly-21. That in case of any dispute, &c. (Arbitration clause, see Gen. Precedent) In Witness, &c. Recital of former copartnership. Articles of Copartnership between Bankers. Obs. There is no difference in principle between the case of a banking-house, or any other partnership, as to the equity of the creditor against the deceased partner's estate; Devaynes v. Noble, 1 Mer. 564. As to the number of partners allowed in a bankinghouse, see Pref. § 2. As to the stamp, see § 16. This Indre made, &c. Betn A of, &c. of the first pt B of, &c. of the second pt C of, &c. of the third pt D of, &c. of the fourth pt E of, &c. of the fifth pt F of, &c. of the sixth pt, &c. Whas the sd A and B have for some yrs carried on the business of bankers in next Between Bankers. Commencement and dura tion. ducted. coptnshp And whas the sd A and B are entitled to the messe and preses where the sd business hath heretofore been carried on under and by virtue of a certain indre of lease bearing date, &c. and granted to them by (lessor) of, &c. for a term of yrs from the day of And whas the sd pties to these prests have agrd Agreement to become ptnrs upon the terms and condons hnaftr for a comentd Now this Indre Witnesseth That in pursuance partnership. of the sd agrt each of them the sd A, B, C, D, E and F doth hby for himself, &c. covt, &c. with the ors of them in manner following that is to say-1. That the sd coptnshp shall commence from the day of and shall continue for the term of yrs subject to such limitations and restrictions as are hnaftr more parlarly expssd And that the sd trade or business shall Where to be carried on in the messe or preses where the same be conhath heretofore been carried on or at some or, place or places which shall be agrd upon by the sd ptnrs or the major pt of them and that the same shall be carried on under the firm of -2. That the capital or jt stock shall Capital. consist of £ to be forthwith brought in in the following shares and proportions that is to say the sum of -being three twelfths of the sd sum of £- by each of them the sd A and B the sum of £ - being twotwelfths of the sd sum by each of them the sd C and D and the sum of £ - being one-twelfth by each of them the sd E and F Provided that out of the sum of £ to be advanced by the sd A and B the sum of £ should be retained and accepted by them the sd A and B as and for the conson to be pd for the lease and fixtures of and in the sd messe and preses-3. That the sd capital shall at all times during the continuance of the sd coptnshp be employed solely for the purps of the ptnrshp and no pt thof shall be diminished or taken out of the sd jt trade or employed by any of them the sd A, B, C, D, E and F in any or. trade or business whatsr And that if any one or more of the sd ptnrs shall neglect or refuse to bring in his or their share or shares at the time when he or they ought to bring in the same the amount of such share or shares or such pt or pts thof as shall not be brought in shall be placed to the debit of such ptnr or ptnrs and shall carry int at the rate of 51. for evy 100l. by the yr-4. That each of the sd pties shall be at liberty to draw out, &c. (see Gen. Precedent, Art. 2. note (b)) −5. Interest of That each of the sd pties shall have a sevl right the parttitle and int in and to the sd capital or jt stock including the sd lease and fixtures and all the prft thof which from time to time shall belong to the 1 If not brought in to carry ins terest. ners. |