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COPART

NERSHIP.

further assurances, if requisite.

AND in such deed or deeds so to be prepared as aforesaid shall Agreement for also be contained all such other covenants, profuture Copartnership. Visos, conditions, stipulations, clauses, and agreements, as are usually inserted in deeds or instruments of copartnership between persons of the same or a like trade or business, or which in the opinion of counsel shall be necessary or proper for the purpose of carrying the true intent and meaning of the parties hereto into execution; the expenses of which said deeds or instruments, and of all matters preparatory or otherwise relating to the same, shall be borne by them the said (parties) in equal proportions. AND it is hereby further agreed and declared by and between the parties hereto, that in case any 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 thereof, or relative to this present clause or agreement, the same shall be referred to and be decided by two counsel in the law (1), of the degree of barrister, one to be named by each of the said parties; and in case of difference between them, then by or with the assistance of a third

Reference of

differences to arbitration.

Reference to arbitration.

differ in any respect from the common and usual covenants between copartners of similar trades; for which see post, No. III. p. 20, et seq. in the margins and variations there.

(1) Instead of this reference to counsel, it may be to other referees, according to the usual course of arbitration, if preferred by the parties, for the form of which reference, see post, No. III. p. 72, also a shorter form, No. IV.

NERSHIP.

future

Agreement for
Copartnership.

counsel to be by such two counsel named, and the COPARTopinion of such two counsel to be so 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 whereof the parties hereto have interchangeably set their hands and seals (2) the day and year first above written.

reference.

articles not

(1) This clause of reference, if thought requisite, may be Form of more fully set out, as in No. III. p. 72. (2) It is not necessary that articles of agreement should be Sealing of sealed, but by being sealed they will sustain an action of covenant against either party neglecting to perform them, should such action be deemed preferable to that of assumpsit.-See Walker v. Harris, 1 Anstr. 245.

necessary.

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An Agreement for the Dissolution of a Copartnership at a future Period.

Variations where the Copartnership consists of several
Persons.

Also where one or more of them continue to carry on
the Trade.

ARTICLES OF AGREEMENT, made and entered

into this

Lord

Recital of deed of, &c. of copartnership.

.

day of

, in the year of our BETWEEN (one copartner) of, &c.

of the one part, and (the other copartner) of the other part. WHEREAS by a certain indenture bearing date on or about the day of which was in the year

,

and

made between the said (parties), they the said (parties) agreed to become copartners together, in the trade or business of for a term of

years, to be computed from the

day of

then next ensuing. AND WHEREAS the said joint trade has been carried on by the said parties in copartnership, from the said

of

day

, up to the present time, in pursuance of the said articles. AND WHEREAS several disputes and differences having at various times arisen

COPART

NERSHIP.

Agreement for future Dissolution.

Of differences.

WITNESS,

agreement to

dissolve the copartnership on given day.

between the said parties relative to the concerns of the said copartnership, they have agreed to dissolve and discontinue the same from the day of now next ensuing, and that the said (one party) shall retire from the said joint trade upon the terms and conditions hereinafter mentioned. Now THEREFORE THESE PRESENTS WITNESS, that each of them the said (copartners) doth hereby for himself, his heirs, executors, and administra- a tors, covenant, declare, and agree to and with the other of them, his executors and administrators, in the manner following, (that is to say) that the said copartnership now subsisting between them. the said (copartners) under or by virtue of the said in part recited indenture, or otherwise howsoever, shall be dissolved and determined, and be made utterly void and of no effect, upon and after the day of next ensuing the date of these presents, up to which time all accounts whatever relating to the said copartnership shall be fully made up, balanced, and finally settled, by and between them. AND that on or before the said day of , a proper deed or deeds of dissolution, and other instrument or instruments in writing, to be prepared or approved by some eminent conveyancer, of the degree of a barrister, shall be executed by the said parties for the purpose of carrying these presents into effect. AND Covenants, &c. it is further agreed, that in such deeds or instru- in the deed. ments, or some or one of them, there shall be contained a covenant or other assurance on the part of the said (continuing copartner) for payment

Proper deeds, &c. to be pre

pared.

to be contained

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per

of a clear and certain annuity (1) of £
annum unto the said (retiring copartner) during
the natural lives of them the said parties (or as
agreed). AND also shall contain an assignment
by the said (retiring copartner) of his share and
interest in the stock in trade and effects of the
said copartnership (2); together with a letter of
attorney to authorise the said (continuing copartner)
to receive the same, and use the name of the said
(retiring copartner) for that purpose; AND also
covenants on the part of the said (retiring co-
partner) that he has not released nor incumbered
his share of the said copartnership stock; and that
he will assist the said (continuing copartner) in the
recovery thereof; AND that he will not use any
means to obtain custom or business from the said
(continuing copartner); nor carry on the trade or
business of for the

space of

years, within

(1) See various terms of retirement, post, No. III. p. 60, et seq.; and it may here be observed, that where the consideration for retirement be an annuity (as above) it is imprudent (although often done) to make the annuity proportioned to the growing profits of the business; for as this makes the retiring partner's interest depend upon the fluctuation of profit and loss, it will be construed to be a continuation of the copartnership, and within the 21 Ja. 1, c. 19, s. 11; see ex-parte Colbeck, 1 Buck. 48.

(2) Notwithstanding an agreement for a retiring partner to assign his copartnership stock, &c. yet whilst the agreement remains executory, the property continues a joint estate; exparte Wheeler, 1 Buck. 25; it therefore behoves the solicitor for such party to lose no time in completing the transaction by an actual assignment, lest a bankruptcy should intervene; and see ante, INTRODUCTION.

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