NERSHIP. future Dissolution. miles from the place where the said joint trade is COPARTnow carried on (1); AND that he will enter into all necessary instruments and other assurances for Agreement for carrying the purposes aforesaid into effect. AND also a covenant by the said (continuing copartner) that he will pay all debts and demands of or upon the said joint trade, and indemnify the said (retiring copartner) against the same (2). AND also, &c. (3). Together with all such other covenants, provisos, conditions, stipulations, declarations, and agreements, as usually are, or ought to be inserted in deeds or instruments of dissolution of copartnership between persons of the same or a similar trade or business. AND it is hereby also agreed, that all costs, charges, and expenses of preparing the said deeds or instruments, and other matters and things relating thereto, shall be borne and paid by the parties hereto, in equal proportions. (1) It may be here noticed, that a covenant not to carry on a Restriction as to carrying on particular trade extends to the partially dealing in it, as well as trade. to the carrying it on in a public shop; Doe v. Spry, 1 Bar. and Ald. 617; and where the restriction is from carrying on the business within a given distance, such distance is to be computed by admeasurement of the shortest foot-path, and not by birds' flight distance, Wood v. Dennett, 2 Star. 89. (2) The covenant between copartners on a dissolution of co- Debts. partnership, that the continuing party shall pay the debts, &c. will not, in the event of a bankruptcy of such party, exempt the retiring party from liability, on account of joint debts previously incurred; hence the necessity of an indemnifying stipulation; and see ex-parte Freeman, 1 Buck. 471; ex-parte Williams, ib. 13. tions. (3) Here enumerate such other provisions as may have been Other stipulaagreed upon between the parties, a variety of which may be found post, No. III. p. 52, et seq. and No. XIII. NERSHIP. future Dissolution. Reference to arbitration. COPART- AND it is hereby further agreed and declared by and between the parties hereto, that in case any Agreement for doubt, difference of opinion, or question, shall hereafter arise between them with respect to the carrying these presents into effect, according to the true intent and meaning hereof, or relative to this present clause or agreement, the same shall be referred to and be decided by two counsel in the law of the degree of barrister, one to be named by each of the said parties hereto, and in case of difference between them, then by or with the assistance of any third counsel to be by such two counsel named, and the opinion of such two counsel so to be first named, or of such third counsel, or of any two of them, shall be binding and conclusive upon each of the parties hereto, and their respective executors and administrators, and by them respectively submitted to accordingly, without further controversy, and which said reference shall be by mutual bonds and such other reciprocal stipulations as are usual or proper in similar cases (1). IN WITNESS, &c. Clause of reference. (1) This clause of reference may be more fully set out, if thought requisite, as post, No. III. p. 72, or No. IV. No. III. A Deed of Copartnership between two Persons either as wholesale or retail Traders. Variations where the Partners consist of several Persons. Other Variations as in Margins below. COPARTNERSHIP. Deed of Copartnership. (Full Form.) THIS INDENTURE (1), of parts, made the (1) It is not necessary in order to constitute a copartnership that the contract should be by indenture, nor even that there should be a written agreement between the parties, their acting together as copartners being alone sufficient to bind them in that character with respect to third persons; see Young v. Axtell, cited Wats. Copartnership, p. 6; Teed v. Elworthy, 14 East, 210; Crawshay v. Collins, 15 Ves. jun. 226. But in order that there may subsist a proper understanding between each other, with respect to their proportion of the profits, and other matters relative to the copartnership connexion, it is evidently proper that their reciprocal engagements should be reduced into writing. A copartnership, moreover, without writing, and for an indefinite period (of which it would be difficult to prove the contrary) may be dissolved by either party at pleasure, Featherstonehaugh v. Fenwick, 17 Ves. 298, the consequence of which (if the parties were hostile) would be a general sale of all the joint property, without a preference to either party to take the share of the other, for want of which, or of other beneficial arrangements, an established concern might be wholly destroyed by the malevolence of either of the copartners; and see ante, INTRODUCTION. Copartnership need not be in writing. COPART NERSHIP. Deed of Copartnership. reign, &c. and in the year of our Lord (Full Form.) part, and (other copartner) of, &c. year of the of the one of the other part (1). WHEREAS (2) the said (copartners) Several parties. Recital of previous agreement for copartnership. New partner admitted into original firm. (1) If there be several persons entering into copartnership, each of them may be made as of a separate part; as to the number of partners allowed to be in copartnership, see ante, p. 2, (1). n. (2) If the deed be entered into in consequence of a previous agreement in writing, such agreement may be here recited, in order to show the conformity of the present deed; but this is not necessary, as the parties are not finally bound by the articles, but they mutually agree to depart from them; such recital may be thus: day of "WHEREAS by articles of agreement, bearing date on or about the which was in the year and made or expressed to be made between the same persons as are parties hereto, the said (copartners) agreed to become copartners together in the trade of from the day of then next, for the term of years, with a capital of £ upon the terms and conditions, and under and subject to the rules, regulations, and agreements therein mentioned, and in these presents more fully expressed." If the deed be executed upon a new partner being admitted into an original firm, say, "WHEREAS the said (original partners) have heretofore carried on the trade or business of in copartnership. AND WHEREAS in consideration of the sum of £ agreed to be paid to them by the said (incoming partner) and of the trust and confidence they repose in his diligence and integrity, they have agreed to admit him into copartnership with them in the said trade for the space of years, if he shall so long live, upon the terms and conditions hereinafter expressed. AND WHEREAS upon the treaty in consideration of the mutual confidence they repose in each other, and in order to extend their . COPARTNERSHIP. Deed of Copartnership. (Full Form.) Assignment of of law third of the stock in trade partner. for the said partnership, it was agreed that the said (incoming partner) should also pay unto the said (former partners) one-third part of the value of the stock in trade, to be ascertained by two indifferent persons, one to be chosen by the said (former partners) and the other by the said (incoming partner), and that thereupon one-third part of such stock in trade should become the property of the said (incoming partner), in common with the others of them. AND WHEREAS the said stock in trade and other effects have been appraised in the manner aforesaid, and have been valued at the sum of £ with which the said parties are fully satisfied. Now THIS INDENTURE WITNESSETH, that for and in consideration of the sum of £ ful money of the United Kingdom of Great Britain and Ire- to incoming land, of English value and currency, to the said (former partners) in hand well and truly paid by the said (incoming partner) upon the sealing and delivery hereof, being one full and equal third part of the said sum of £ the amount of such valuation as aforesaid, for the purchase of one-third part of the stock in trade and effects aforesaid, the receipt whereof the said (former partners) do hereby acknowledge, [and of and from the same do acquit, release, exonerate, and for ever discharge the said (incoming partner) his executors and administrators, by these presents]. THEY the said (former partners) HAVE granted, bargained, sold, assigned, transferred, and set over, and by these presents Do, and each of them DOTH grant, bargain, sell, assign, transfer, and set over unto the said (incoming partner) his executors, administrators, and assigns, one full third part or share (the whole into three equal third parts or shares being considered as divided) of and in ALL and singular the houses, out-houses, buildings, barns, stables, goods, utensils, stock, debts, stock in trade, and other effects whatsoever, mentioned and set forth in the inventory or schedule hereunto annexed, with all and every the appur |