Allotments of

them as shall be then living, whereby each may have an equal part or share of the said stock, and of all gain and profit thereby obtained: AND also, that every of the said parties, his executors and administrators, for the better recovery of such debts and sums of money as at the end and determination of the said term of years, shall be due and owing by reason or means of the said copartnership, and as shall happen or fortune, be allotted debts, &c. and divided, for and towards the parts and portions of each of them, shall and will at any time, upon reasonable request, and at the costs and charges of such of them to whom such debts shall be allotted as aforesaid, make or cause to be made, unto him or them, such sufficient letter and letters of attorney, for and touching the recovery and receipt of the said debt or debts, and every part thereof, and to and for the only use and behoof of him or them to whom the same shall be allotted and divided as aforesaid, as shall by the said parties to whom such debts are allotted, or their executors or administrators, or their counsel learned in the law, be reasonably devised, advised or required; AND, it is expressly condescended and granted by and between all the said parties to these presents, and each of them by and for himself, his executors and administrators, doth covenant and grant to and with each and every of the other of them, his executors and administrators, by these presents, in manner and form following ; that is to say: That no right of survivorship shall take place or effect, or be put in use in or for any matter or No right of surthing touching or concerning this joint trade, against any vivorship. of them, or any of their executors or administrators, but that it shall and may be lawful to and for any of the said parties to leave, devise and bequeath, in and by his last will and testament, all his said part, portion and share of and in the said stock and gains, according to such dividend as is aforesaid, and the true intent and meaning of these presents AND moreover, if any ambiguity, doubt, question or controversy at any time hereafter shall hap- Ambiguity or pen, arise or grow between the said parties, his or their ferred. executors or administrators, or any of them, for, touching or concerning the said copartnership, or any matter or thing in these presents contained, or otherwise howsoever touching the same, then and so often each and every of the said parties, his executors and administrators, for his and their parts, upon request to each of them,his and their executors or administrators, to be made by the party or parties grieved, shall and will from time to time commit the hearing and deciding of such ambiguity, doubt, question or controversy to such indifferent men, being merchants, that is to say, each of them to name one, and shall and will stand to and abide such order and determinations

doubt to be re

therein as by such men shall be made and set down in writing, under their hands and seals, within one month next after any such doubt or controversy so to be made known and referred. IN WITNESS, &c..

Articles of Copartnership for Brokers.

THIS INDENTURE, made &c. between A. B. of &c. of the one part, and C. D. of &c. of the other part, WITNESSETH, That for and in consideration of the confidence and mutual good opinion they the said A. B. and C. D. have of each other, and with a view to their mutual advantage and benefit, THEY, the said A. B. and C. D. have agreed and do hereby agree to become copartners in, and to carry on for their joint account, the trade and mystery of a broker, for the space of years, if both the said parties shall so long live, to be computed from the day of the date hereof, in the manner and under and subject to the conditions, regulations, and restrictions hereinafter mentioned and declared; that is to say: That the said copartnership business shall be carried on in the name of the said A. B. and for the account both of profit and loss of the said A. B. and C. D. in the shares and proportions following, namely, parts or shares for and on account of the said A. B. and the remaining parts or shares for and on account of the said C. D. during the first years of the said term only, and from and after the expiration of the said first years, and during the remaining

years of the said term, parts or shares of the said copartnership, business, and concerns, for and on account of the said A. B. and the remaining part for and on account of the said C. D. AND that both of them 'the said parties shall diligently and faithfully apply and employ themselves to and about the business and concerns of the said copartnership, and that each of them, to the best and utmost of his skill and knowledge, shall improve and manage the same, and extend the dealings and concerns thereof for the benefit and advantage of both of them, and shall be just, true and faithful to each other, in, ́ about and concerning all their dealings and transactions, and shall regularly enter the same in the books of the said copartnership: AND that neither of them shall directly or indirectly in their own names, or in the name of any other person, buy, sell, or deal in, or have any share or profit in buying, selling, or dealing in any kind of goods, wares and merchandises whatsoever, except as brokers, and for the joint account as to the brokage arising therefrom of both the said parties hereto, and according to the usage of brokers, and the regular conduct and manage

ment of brokage business: AND except also that each of the said parties hereto shall be at liberty to liquidate his own private concerns, and dispose of such goods and merchandises as he is now possessed of, without rendering to the other of them any account of the profit thereby: and that neither of them, without the consent in writing of the other of them first had and obtained, shall or will enter into any bond, judgment, or statute, or otherwise become bound or charged as bail or security with or for any person or persons whomsoever, or do or wilfully suffer to be done any act, matter or thing by means whereof the joints effects, monies or concerns of the said copartnership shall or may be prejudiced, seized, attached, extended, or taken in execution, or the interest of the said parties, or either of them, therein or in any part thereof be assigned, disposed of, aliened or parted with, for or on ac.. count of any private debt, duty or engagement of either of the said parties hereto; but that every such debt, duty or engagement shall be paid and discharged by the party whose debt, duty or engagement the same shall be, by and out of his own private estate and effects, not included in this copartnership: AND that neither of the said parties hereto shall, without the consent of the other of them, compound for any debt due or to become due to the said copartnership, or discharge or release the same, without receiving the full value or amount thereof: AND that each of them shall answer, pay, or otherwise make good unto the cash or effects of the said copartnership all such monies or debts belonging thereto, as he or any person by his order shall receive, discharge or give any receipt for: AND that the rent of the counting house, the expense of fitting up the same, the wages of clerks or servants, the expense of books, paper, fire and candles, and all other expenses, costs and charges whatsoever relating to this copartnership or the affairs and concerns thereof, and also all losses and damages which may happen thereto, provided the same happen without the wilful neglect or default of either of the said parties, shall be borne out of the copartnership cash or profits in the first place and before any part of such profits shall be divided between the said parties as hereinafter mentioned: but that all such losses and damages which may happen thereto by or through the wilful neglect or default of the said parties shall be borne and paid by him through whose neglect or default the same shall happen, by and out of his private estate,not included in this copartnership: AND that neither of them, without the consent of the other of them, shall take, employ or discharge any apprentice, clerk or covenant servant; and that all apprentices, clerks and servants employed in the said copartnership business shall be subservient to both

the said parties: AND that all fees or premiums taken with clerks or apprentices to the said copartnership business shall be considered as copartnership profits, and form part of the copartnership cash; and all returns (if any) of any part of such fees and premiums shall be paid and allowed out of the said copartnership cash: AND that the said copartnership cash shall be lodged with and kept at of &c. bankers, or such other bankers as they shall from time to time mutually agree upon, into whose hands all monies and securities for money to be received by the said parties, or either of them, on the said partnership's account, shall immediately after receipt thereof be paid and delivered, and shall be kept in the name of the said A. B. and the the said C. D. shall be at liberty to draw upon the said bankers, by the procuration of or as agent of the said A. B. for such sums of money as he shall want to carry on the said partnership business, without any other procuration or authority than these presents: AND for the better managing, conducting and carrying on the said copartnership business, the said parties hereto do hereby agree to take and occupy a counting house with necessary conveniences, near the and to pro vide and keep proper books of account, and other books, and enter therein an account of all their dealings and transactions, as other brokers usually do, and in particular shall from time to time, and at all times, keep and enter an account of all gains and profits accrued to or earned by the said parties hereto, or either of them, and of all monies received and paid by them, or either and which of them, in the said partnership account, so as at all times to show, in the most clear and satisfactory manner, the true state of the profits of the said copartnership, and the expenses attending the same; all which books, and all letters, specialties, and other papers and writings relating to the said copartnership concerns, shall be kept in some secure and convenient part of the counting house belonging to the said copartnership, to which each of the said parties hereto shall and may at all seasonable times during the continuance of this copartnership have free access, and peruse and copy the same, or any part thereof at his will and pleasure; and upon the expiration or other sooner dissolution of this copartnership shall cast lots for the future custody of the said books and papers, and the party to whose lot it shall fall to have the custody of the said books, and his executors and administrators, shall permit and suffer the other party, his executors and administrators, to have free liberty of access to the said books from time to time, to inspect, examine, and copy the same, or any of the accounts therein to be contained, at his or their own free will and pleasure. AND it is hereby further

agreed between the said parties, that it shall and may be lawful to and for the said parties to take out of the cash of the said copartnership the sums of money hereinafter mentioned towards his own private and particular expenses, that is to say, the said A. B. the sum of quarterly, and the said C. D. the sum of — quarterly, the same to be charged to their respective accounts: AND that neither of the said parties shall take out of the said copartnership cash, any further or other sum for his own separate use without the consent of the other party for that purpose first had and obtained in writing under his hand; and that such sum or sums of money so taken or drawn out with such consent shall be payable, and be paid by the party having the same within twenty one days after notice in writing given for that purpose by either of the said party, together with interest for such sum or sums after the rate of £5 per cent. per annum, from the time of drawing or taking the same out to the time of repayment thereof: AND ALSO, that they the said parties shall and will some time between the day of and- in every year during the continuance of this copartnership make up, state and adjust a true and fair account and valuation in writing of all the monies and effects belonging to the copartnership, and of the debts due and owing from or to the said parties in respect of the said copartnership, and all other their dealings and transactions, to the intent that it may fully appear how much the net produce of the said partnership stock, cash and estate, and how much the part of each of the said parties therein may amount to, and what gains and profits shall have been made of the said copartnership business: AND that the several proportions in the said gains and profits which shall be made thereby,. may be ascertained in case of the death of either of the said parties AND that, upon the stating of every such annual account, all the debts due from the said copartnership shall be forthwith paid, and all such of the said debts as shall be then due and shall be deemed bad or desperate, shall be separated from the others, and shall stand and be accounted by themselves, and shall not be estimated or valued in such accounts: AND if any monies or other satisfaction shall be had or obtained thereby, the same shall be divided between the said parties, their executors or administrators, according to and in proportion to their share and interest in the said trade, and the gains and profits thereof: AND when such accounts shall be perfected the same shall be transcribed in the ledger of accounts, and subscribed by each of the said parties; and such account so stated and settled shall be final and conclusive as to all matters contained therein, as to their several shares and interest in the said copartnership business, and the gains