COPARTNERSHIP. Deed of Copartnership (Full Form.) tained, or whereby the said joint trade shall or may be in any otherwise prejudiced (1), then and in any or either of the said cases, it shall be lawful between Traders. for the other [or major part of the others] of the said parties, at any time within the space of twenty-one days next after any such act, default, matter, or thing, as aforesaid, shall have occurred, or shall have come to his [their or any or either of their] knowledge, to give to the party so acting or offending, notice in writing, (either by leaving the same at his dwelling-house, or last most usual place of residence or abode, or affixing the same in any conspicuous part of the counting-house or place of carrying on the said joint trade), of his [or their] desire to dissolve the said partnership, and thereupon and immediately thereafter or at such other future time, as in the said notice shall be named, the said copartnership shall cease and determine in like manner as if the party so offending or acting were then actually dead, or the whole of the term herein before limited for the duration of the said copartnership had expired by effluxion of time, and the party [or parties] giving Marriage. (1) If either of the copartners be a feme sole, it may be proper to extend the cases of dissolution to her marriage, as it has not been yet settled whether such an event would of itself be a dissolution of the copartnership without an express agreement of the parties to that effect, and the introduction into the firm of one wholly unacquainted with the nature of the business might be attended with great inconvenience; in the case supposed therefore add, "Or if the said (feme covert) shall marry." NERSHIP. such notice shall be at full liberty, and he [and COPARTthey] is [and are] hereby authorised forthwith (unless the party to whom the said notice shall be given shall by writing under his hand require the matter in question to be referred to arbitration) to advertise and make known the same in like manner as is hereinafter provided, in case of the expiration of the said copartnership by effluxion of time; but which said dissolution shall nevertheless be without prejudice to the balance due to, or from either party up to that time, and to the remedies which either of the said parties may or otherwise might have had against the other [or others] of them, for recovering thereof, or for the breach or non-performance of any of the articles, covenants, clauses, or agreements herein contained, at any time before the giving, leaving, or affixing such notice as aforesaid (1). Provided al Deed of Copartnership between Traders. (Full Form.) (1) Where liberty is given to either party to dissolve the co- Liberty for partnership on notice, say, "AND IT IS HEREBY FURTHER AGREED AND DECLARED by and between the parties hereto, that notwithstanding any thing hereinbefore contained, either of the said parties shall be at liberty to retire from the said copartnership at the Christmas next preceding the expiration of the first years of the said term of years hereinbefore limited for the determination thereof, upon giving six calendar months previous notice to the other [or others] of them, in writing under his hand of his desire so to do." either party to quit the partnership on notice. on notice, When a copartnership is dissolveable on notice to be given by Dissolution of either party, the term and terms of such notice must be strictly copartnership. observed. Its effects would also probably be restrained by a should be at court of equity, if it were given at a period of the copartnership Christmas. COPART Deed of Copartnership ways nevertheless, that in case of the dissolution NERSHIP. of the said copartnership by any such notice for the breach of any of the covenants or agreements between Traders, herein contained, the party giving such notice or committing such breach shall not for the (Full Form.) On death of copartner before first halfyearly account, his capital to be returned. space of years next thereafter set up or carry on or cause to be set up or carried on the said trade of within the distance of miles (1) from the place where the said copartnership business shall then be carried on. AND IT IS HEREBY FURTHER DECLARED AND AGREED, that in case either of the said parties shall happen to depart this life (2) before the first half when a dissolution would be materially detrimental to the other party; it will be proper, therefore, to provide that the notice should expire at Christmas, as the annual accounts will then be wound up, and the difficulty of making a rest at a broken period of the year be avoided; but if the parties desire to be at liberty to quit at any period of the year, add, Either party to "In which case the party so quitting the said copartquit at pleasure. nership, shall be entitled to receive no more than the balance of capital and profits which shall appear due to him on the then last day of settling the copartnership accounts, without any interest being computed thereon, and without having any allowance made to him for or in respect of the said joint trade, except only for such subsistencemoney as hereinbefore is mentioned." Copartnership dissolves on death of either party. (1) That a stipulation, prohibiting a retiring party to carry on the business within a given distance, will be good, see Chesman v. Rainby, 3 Bro. P. C. 349, and ante, p. 11, n. (1), also post, No. XIII. notes. (2) As a copartnership will naturally dissolve on the death of either of the parties, so far as concerns the interest of the party dying, although it were for a definite term of years yet unexpired, Gillespie v. Hamilton, 3 Mad. 251, and not devolve yearly settlement of the said copartnership ac- first thereof to be made within instaleach, the calendar calendar COPART NERSHIP. Deed of Copartnership between Traders. (Full Form.) months, the second thereof within months, and the last or remaining payment thereof within cease. calendar months next after such de die after the settlement, the other to take THAT if either of the said parties shall die after If either party the first half-yearly settlement of the accounts first half-yearly of the said copartnership, and before the expiration of the term of the duration thereof, the survivor of the said parties shall take the share or proportion of the years hereby limited for the stock. upon his representatives, unless it be otherwise declared by the articles, Pearce v. Chamberlain, 2 Ves. 33, it is proper that the deed of copartnership should express the intention of the parties with respect to that event, and such other matters as would require adjustment on its happening before the expiration of the term stipulated for its continuance; as to which see Browne v. Letton, P. Wms. 140; 10 Mod. 20, S. C. 2 Eq. Ca. Ab. 5, pl. 6, 722, pl. 2, S. P.; Coxwell v. Bromett, cited .Wats. Copart. 362; Crawshay v. Collins, 15 Ves. 226; and see ante, p. 19, n. (2). NERSHIP. Deed of Copartnership COPART- party so dying, of and in the said capital stock, goods, wares, merchandises, debts, and effects, which at the time of the decease of the party so between Traders. dying shall belong to the said joint trade (1), and (Full Form) shall pay unto the executors or administrators of the party deceased the full and just value thereof, according to the last half-yearly account, if any, which shall have been made of the copartnership effects, and a fair appraisement of those which shall have since accrued, such appraisement to be made by three indifferent persons to be chosen, the one by the surviving party, one other by the executors or administrators of the party deceased, and the third person to be named by such two first nominees, and the amount thereof to be paid in the manner following, (that Amount to be is to say) one-third part thereof with interest upon the whole thereof, after the rate of £5 per cent. per annum, from the day of the decease of the party so dying, at the end of six calendar months next after his decease; one other third part thereof, with interest after the rate aforesaid, upon the remaining two-third parts thereof, at the end of twelve calendar months next after paid by three instalments. Stock must be sold on dissolu tion of copartnership. (1) On the dissolution of a copartnership, the parties continuing to carry on the trade are not entitled to take the stock, &c. at a valuation, without a previous agreement between the parties to that effect, as the other party may require them to be sold; Crawshay v. Collins, 15 Ves. jun. 226; Featherstonehaugh v. Fenwick, 17 ib. 298. 311, which might be extremely detrimental to the continuing copartners; and see ante, p. 58, n. (2). |