NERSHIP.

COPART- precise opinion upon it; but looking at the act of parliament, and the circumstances of this case, I certainly am inclined at present to declare, that the case in question falls within the prohibition of the eighteenth section of the statute of 6 Geo. I. c. 18.

Company of
Proprietors.

The objection to this construction seems to be, the usage that has prevailed of many most useful institutions having been established, apparently as much in violation of this act of parliament as the present Company is, and that no proceedings of a hostile nature have ever been taken against those institutions. To the first part of the objection I answer, if such companies are contrary to the injunctions of a positive law, no usage can avail-but the frequency and numbers rather call for a more steady execution of the law: to the second part I say, that although no prosecutions for near ninety years have been had under this statute, no act of parliament ever becomes obsolete by nonuser; all that the judges have to do is to construe the law as it is when the case is brought before them. As the case now stands, therefore, the utmost I can say is, that I cannot venture to assert that such establishments are legal, nor can I presume to advise any shareholder that he may safely proceed to make transfers of his stock in this company, the act having declared that all assignments and transfers "of such stock or stocks, share or shares in such stock (as are within the act) shall be deemed illegal and void." This is the present inclination of my opinion, which receives some sanction from the frequent applications which have been made to parliament upon similar subjects; however, this act of the legislature will probably receive an authoritative construction in the course of the next month."

J. A. PARK.

Lincoln's-Inn Fields, Dec. 3, 1807.

The Opinion of Sir Vicary Gibbs upon the Legality of establishing a Company of a similar Nature to the preceding.

The most formidable objection to the proposed institution is, lest it falls within the prohibition of the 6th Geo. I. c. 18, and I cannot take upon myself to say that it does not; but so many societies of indisputable credit have within these late years been established, to which the same objection might have been raised, that there is fair reason to hope it either will not be urged, or will by some means or other be got over.

With respect to the remedies which the members of this society will have among themselves, the manner in which acts of peculation or mismanagement may be punished, and the like, they are all matters of detail, and must be provided against as well as may be by the rules under which the original members embark in this undertaking, and the terms on which they connect themselves together. The deed executed by the original adventurers should be laid before some gentleman of experience who has time to consider and settle it with care, for after it has been executed no further powers can be given without the unanimous consent of all the members.

It is to be observed, that with every care and foresight which can be exercised such a society must always be subject to great difficulties in the assertion of its rights, and in many other respects, from its not being, what it endeavours as much as possible to assimilate itself to, a corporate body. V. GIBBS.

Lincoln's-Inn, Sept. 14, 1807.

COPARTNERSHIP.

Company of
Proprietors.

N. B. No judicial decision has taken place on the legality of either of the companies above referred to (the one for insurances, and the other for supplying a town with water); but the courts have holden companies of a similar (though not of exactly the same) kind to be illegal, under the provisions of 6 Geo. I. sce ante, Vol. III. p. 495, n. (1).

VOL. VII.

N

COPART

NERSHIP.

Booksellers.

No. IX.

Deed of Copartnership between Booksellers and

Publishers.

Variations as in Margins below (1).

Several partners.

Variations, &c.

Dormant partner.

Prior agreement.

THIS INDENTURE, made the

in the

day of

year, &c. and in the year of our Lord BETWEEN (one party) of, &c. (bookseller and publisher) of the one part, and (other party) of, &c. (bookseller and stationer) of the other part. WHEREAS the said (parties) in order to extend their connexions in trade, and by reason of the confidence they place in each other, are desirous of entering into copartnership together in their respective trades or businesses of booksellers, publishers, and stationers (2) upon the terms and conditions herein

(1) If there be several copartners, see ante, No. III. p. 14, and margins throughout, also No. VI. p. 121, et seq.

See likewise variations and notes to No. III. ante, p. 13, et seq. and No. IV. p. 90, et seq. most of which are equally applicable to the bookselling as to other trades.

If either of the parties be a dormant partner, see ante, No. VI. p. 121, et seq.

(2) If the articles be entered into in pursuance of a previous agreement in writing, such agreement may be recited here, as ante, p. 14, n. (2).

NERSHIP.

WITNESS,

copartnership.

after mentioned (1). Now THIS INDENTURE WIT- COPARTNESSETHI, that each of the said (parties) for himself, his heirs, executors, and administrators, doth co- Booksellers. venant, promise, and agree, to and with the other of them, and his executors and administrators, agreement for by these presents in the manner following, (that is to say) that they the said (parties) shall and will become and continue copartners and joint dealers in the trades or businesses of bookseller, publisher, and stationer, and in all things incident or customarily belonging thereto, for and during the term of years, to be computed from the day of and to be thenceforth next ensuing, if they the said (parties) shall so long live, and the said copartnership shall not be sooner determined in pursuance of the provisos hereinafter contained for that purpose. AND for the carry- Capital. ing on of the said joint trade, each of the said parties for himself, his heirs, executors, and administrators, doth also hereby covenant, declare, and agree to and with the other of them, that on or before the said day of ensuing the date hereof, he and they respectively shall and will bring into the said joint trade in money, or in goods to be approved of by the other of them, the full sum or value of £ AND it is hereby also mutually covenanted and Where business

next

(2).

to be carried on.

(1) If one of the parties be a new partner admitted into a sub- New partner. sisting copartnership, see ante, No. III. p. 14, n. (2), and post,

p. 187.

(2) See other modes of bringing in or forming a capital, Capital. ante, pp. 20, 21, 22, 25, 110, 123.

COPART

NERSHIP.

agreed by and between the said parties that the said trades or businesses shall be carried on and where the business of the

Booksellers. managed at

Regulations as to carrying it

on.

said is now carried on, unless and until they the said parties shall mutually hereafter agree to carry on the same elsewhere. AND for the due and orderly carrying on the said trades or businesses, it is further covenanted, concluded, and agreed upon by and between the said parties, and each of them doth for himself, his heirs, executors, and administrators, covenant, promise, declare, and agree to and with the other of them, his executors and administrators, by these presents, in the manner following, (that is to say) Parties will be THAT they the said (parties) respectively shall and will be just, true, and faithful to each other in all their buyings, sellings, accounts, reckonings, disbursements, contracts, and dealings, in or concerning the said copartnership trades or businesses, and endeavour by all due care and diligence to advance and promote the same to the utmost of their respective powers (1). THAT the said (one party) his executors or administrators, shall have the full right and property in and to one moiety or equal half part of the joint stock of books, copies, and other things belonging to

faithful to cach other.

Each party to have an equal share.

Full form.

One party to reside.

One party may be absent.

(1) See fuller clause of this kind, ante, No. III. p. 39.

If one party is to reside in the house, see ante, p. 37, n. (1), p. 112, and post, pp. 190, 191.

If one party is to be excused attendance, see ante, ib. and post, p. 190.