NERSHIP,

Bankers.

COPART- other of the said parties, shall not think fit, or not determine to expel or exclude him or them on that account, then and in such case, any or either of the other parties dissenting from, and constituting a minority in the question as to such expulsion or exclusion, shall be at liberty to take his or their name, or respective names, out of, or from, the said firm and copartnership, together with his capital therein, upon the terms and conditions hereinafter mentioned.

Party expelled

or withdrawing,

receive his

capital with interest,

THAT in case any or either of the said parties to be entitled to shall be expelled or excluded from the said copartnership in pursuance of any article, clause, or provision herein contained, or in case any or either of them shall take or withdraw his or their name or names out of or from the firm, in pursuance of the hereinbefore lastly mentioned clause or agreement, then and in every such case the party or parties so expelled or excluded, or withdrawing his or their name or names out of the firm, shall be entitled to and receive from the continuing parties such money as shall appear to have been due to, and unreceived by him or them so expelled, excluded, or withdrawing, at the settling of the last half-yearly accounts then next preceding such expulsion, exclusion, or withdrawing, together with interest for the same after the rate of £5 per centum per annum, from the time of such settlement, to be paid to such party or parties, his or their executors or administrators, at the times, and in proportions following (that is to say) one third part thereof,

To be paid at certain periods,

NERSHIP.

Company of
Proprietors.

except he shall

have damnified

the concern.

with such interest as aforesaid, at the end of six COPARTcalendar months next thereafter, one other third part, with such interest as aforesaid, at the end of nine calendar months next thereafter, and the remaining one third part, with such interest as aforesaid, at the end of twelve calendar months next thereafter, unless such party or parties shall respectively have done or occasioned any manifest injury or damage to the said copartnership concerns in any respect whatsoever; in which case the sum of money due to such party or parties respectively shall be retained and kept by the other of the said parties for or towards satisfaction for the injury or damage which shall have been so done or occasioned. PROVIDED ALWAYS, that in case any loss shall be sustained by the said copartnership betwixt the time of settling the said last general yearly account, up to the time of such expulsion, exclusion, or withdrawing, as aforesaid, such loss shall be borne and sustained equally by and between the party or parties who shall continue in the said concern, and the party or parties expelled, excluded, or withdrawing therefrom.

AND, &c. &c. (Add provisions in case of the decease of either of the parties, or expiration of the term of the copartnership, clause for referring dif ferences, &c. (1). IN WITNESS, &c.

Intermediate

losses to be

borne by all the parties.

Provisions in

case of death,

&c.

(1) See ante, No. III. p. 52, 58, et seq.

Death of parties or expiration of

term.

Heads of a Deed of Copartnership between an unchartered Company of Proprietors (1).

THAT the parties shall enter into and continue

bound unto each other in copartnership, under
the firm or style of
for the term of
years, determinable and subject to the rules and
regulations hereinafter declared concerning the
same, viz.

at

THE Concerns of the company to be carried on , or other place to be hereinafter agreed upon by the major part of the proprietors.

consist of

The fund or capital stock of the company to numerical shares of the nominal each, to be paid by instalments, in such manner as directors of the company, to be chosen as after mentioned, shall require.

value of £

(1) These heads for the formation of a company of proprietors, were drawn out by a practitioner of considerable eminence, and from which a deed of settlement was afterwards framed. The deed itself is too long and special for a collection, of the present nature; but the heads may be useful by way of instructions for one of a similar kind. The last deed of settlement of the Hope Assurance Company (prepared by me and printed by the proprietors) may serve for a like purpose. As to the validity of copartnership associations of this sort, however, see opinions at the end of this precedent, and see also the remarks, ante, p. 121, n. (1).

Upon failure in payment of any of the instal- COPARTments within days after notice, all former pay

ments to be forfeited.

If such payments be made before the day re

NERSHIP.

Company of
Proprietors.

quired, a deduction after the rate of £5 per cent. Failure in pay

to be allowed by way of discount.

ment.

capital.

The shares to be increased beyond the nominal Shares in the value of £ if resolved upon at any general

meeting.

No future call to be made upon any member in Future calls. respect of his share beyond the sum originally subscribed, without the consent of a majority of three-fourths in number of the members present at a general meeting to be convoked for that pur

pose.

Any member may possess an indefinite number Number of of shares, but shall not be entitled to more than

one vote on that account.

shares.

No person to be admitted a shareholder unless Admittance of approved of by at least

of the directors for

the time being, nor be entitled to vote at any general meeting until duly admitted a member according to the subsisting forms.

shareholders.

of shareholders.

No proprietor to be answerable to the others Responsibility beyond the amount of his own particular interest therein (1), nor be liable to any calls in respect thereof, after he shall have ceased to be a member.

Each member to have a distinct and separate Interest of

shareholders.

(1) See as to this clause, ante, p. 121, n. (1).

NERSHIP.

COPART- right to his share in the capital stock, so as that the same may be assigned or bequeathed in his lifeCompany of time, and in case of his decease intestate, be Proprietors. transferrable to his representatives.

Representatives of shareholders.

Notice of acquired interests to be given.

Expenses of the company.

Nett proceeds of the capital.

Books of account.

No assignee, legatee, or representative of any member, to be entitled to have any vote in the concerns of the company until approved of by the directors, and until he or she shall have subscribed the articles and regulations relative thereto (if required).

Every assignee, legatee, or representative of any deceased member, to give notice in writing to the directors of his or her title, within the space of months after it shall accrue, in order that the same may be registered. Such derivative shareholder to execute the copartnership deed, or such other instruments as counsel shall advise, within after his or her title shall accrue. And in default thereof, his or her interest to be forfeited.

The expenses attending the concerns of the company to be equally borne by the several proprietors, according to their respective shares and interests.

The net produce, after payment of expenses, to be placed in the banker's hands of the company, or invested on government or other securities, at the discretion of the directors, until the same shall be applied in payment of dividends, or otherwise disposed of by the vote of the company.

Books of account to be kept at the office of the