No. VI.

Deed of Copartnership between Parties in a Manufacturing Concern, (one only of them being acquainted with the Business, and the others Dormant Shareholders (1)).

THIS INDENTURE of

day of

in the

parts, made the
year of the reign, &c.

(1) On being instructed to frame a deed of copartnership between dormant and acting partners, one is generally required so to frame it as to protect the dormant partners from being answerable for the conduct of the others, or further than the amount of their respective shares in the capital; but this is absolutely impracticable, because one partner is by law answerable for the other, (that is to say) every partner is individually liable to the public for the conduct of all his copartners. And what are termed dormant partners are equally liable (when discovered) with acting partners: and this circumstance, it may be observed, is an objection to a numerous association. And it would be desirable if the intended partners could procure a sufficient surety to the others for indemnifying each other from the consequences of personal misconduct, or of breach of the articles of copartnership. Bonds conditioned for performance of them might be exchanged between the partners, and would be very proper; but it is obvious that such a measure might not cure or reach the mischief, because if the obligor should become insolvent, the protection to be afforded by his bond would at the same time fail; and

COPARTNERSHIP.

Manufacturers and Dormant Partners.

BETWEEN

COPART- and in the year of our Lord

NERSHIP.

Manufacturers and Dormant Partners.

Recital of agreement for copart. nership.

(the acting copartner) of, &c. manufacturer of of the first part, and (the dormant copartners) of, &c. of the other part. WHEREAS the said (acting copartner) has long manufactured and traded in and the several branches of business incident thereto, and hath lately discovered a process for the manufacturing of and other articles upon an improved principle, but not having the means of bringing to perfection or extending the same, without associating others in the concern, the several parties hereto of the second part, in order to assist him therein, and to augment their respective fortunes, have agreed to become partners with him upon the terms and conditions hereinafter mentioned. Recital of agree- AND WHEREAS the said (acting copartner) in contemplation of the said intended joint undertaking hath taken or agreed to take of county of

ment for a lease of premises.

in the

a lease in his

own name of a

in the county

certain piece of ground at

of

aforesaid, for the purpose of erecting

where parties embark in a concern which few of them understand, the danger must be considerably increased. At any rate, before either party pay his share of the capital, it will be prudent that he should gain every requisite information as to the general eligibility of the scheme; and that the acting and efficient partner is in possession of ample skill and integrity to promote the interests of the other partners as well as his own; and that the other contributors are ready with their money.

NERSHIP.

and Dormant Partners.

WITNESS,

to become co

and building a manufactory thereon, and which COPARTlease he is to be considered as holding as trustee for himself and other the said copartners. Now Manufacturers THIS INDENTURE WITNESSETH that for establishing the said recited agreement and in consideration of the mutual trust and confidence which the parties covenant several parties hereto have and repose in each partners. other, they the said parties and every of them for himself and his own executors and administrators doth hereby covenant, promise, grant, and agree to and with the others and other of them reciprocally by these presents, in the manner following (that is to say) that on the day of now next ensuing they the said parties shall and will become and be copartners, and be concerned together in the trade and business of manufacturing and vending and such other similar articles as they the said parties, or the major part of them, shall or may hereafter agree upon in the name of the said (acting copartner), and in no other name, firm, or style whatever, for and during and unto the full end and term of years to be thenceforth next ensuing, under and according to the conditions, provisos, and terms of agreement hereinafter contained or expressed. AND Capital to be for providing a competent fund for the purpose by dormant of erecting and building the said manufactory and partners. purchasing the necessary utensils and articles, and for the effectually carrying on the said joint trade, concern, or business, they the said copartners have agreed to bring in together and to make up a capital of £ of lawful money of Eng

brought in

COPART- land, in the proportions following (that is to say)

One party to

give experience, &c. instead of capital.

the said
the sum of £
gether the sum of £

the sum of £

; and that the said

capital shall from time to time during the continuance of this partnership, be considered as the property of them the said parties respectively, in the shares and proportions aforesaid; and in consideration of the true and faithful services to be rendered by and derived from the said (acting copartner) in and about the manufacturing and making of and other like articles, and of the covenants hereinafter contained by and on his part, it is hereby agreed that no capital shall be required to be advanced by him, but that all the profits, gains, and interest of and in the said partnership trade, concern, or business, shall be from time to time during the continuance of this partnership divided nevertheless into equal parts or shares, unto whereof he the said (acting copartner) shall be entitled, unto

of the said
whereof the said

other where

shall be entitled, unto

other shall be entitled, unto, &c. whereof the

and unto the remaining

said shall be entitled; and that all and every the said parties, in proportion to their several and respective shares of and in the said capital shall bear and pay the debts and losses which shall from time to time be incurred by or happen in or to the said partnership trade, concern, or

business. AND that the said partnership trade, concern, or business shall during the continuance of this partnership be carried on at

COPARTNERSHIP.

afore- Manufacturers

and Dormant Partners.

Expenses to be proceeds.

paid out of

said, and at or in such other place as the said
parties, or the major part of them, shall think
proper; and that the whole yearly rent of the
said land and premises so agreed to be taken by
the said (acting copartner) as aforesaid, and the
rent of any other place to be hereafter taken for
the purposes
of said joint concern, together with all
parliamentary and parochial taxes, costs, charges,
and expenses, of buildings, repairs, and improve-
ments attending the same, and of performing the
covenants contained or to be contained in any
lease so taken or to be taken as aforesaid; and
also the wages of journeymen, workmen, and ser-
vants to be employed in or about the said partner-
ship trade, concern or business; and also the ex-
penses of coals, candles, oil, and lights, horses, car-
riages, and all other expenses incident to carrying
on the said joint trade, concern, or business shall
be borne, defrayed, and paid out of the yearly
profits and proceeds of the said concern, and in
case such profits shall prove incompetent to pay
and defray all such payments and expenses, then
and from time to time as often as it shall so hap-
pen all and every the said parties hereto shall and
will severally contribute to the payment thereof ac-
cording to their several shares and proportions in
the said concern as aforesaid. AND that the said
partnership concern shall be managed and carried
on, and all purchases, sales, bills of parcels, bonds, only.

Business to be carried on in

the name of the

acting copartner