COPART NERSHIP. Deed of Copartnership. (Full Form.) THAT (1) the capital stock of the said copartnership shall at all times, and from time to time during the said copartnership, be continued in and employed solely for the purposes of the said joint trade, and no part thereof be taken out of ship stock to be the same, or employed by either of the said paremployed solely ties in or for any other trade or business, or use or purpose whatsoever. The copartner for the joint trade. Expenses and casual losses to be borne by the parties in proportion to their respective interests. THAT the rents, taxes, expenses of repairs and insurances; wages and boarding of servants, shopmen, journeymen, and assistants; charges of horses, carriages, and implements of trade, insurances against fire or shipwreck, and all other necessary and reasonable charges and expenses incident to or attendant upon the copartnership concerns, as well as all casual losses and damages which shall at any time happen to the said joint trade by bad debts, decay of goods, suits or actions at law or in equity, thefts and embezzlement by servants and others, or by reason of any other accident whatsoever, (except as hereinafter is mentioned) shall be sustained and borne by each of the said parties out of the capital stock of the said Further capital. (1) If the parties, or either of them, are to bring in a further capital, add here a covenant for that purpose, as, "THAT each of the said parties shall advance and bring into the said capital stock of the said copartnership, the further sum of L at such time and times, and in such manner as the other of the said (copartners) [or the major part of them] or arbitrators to be appointed in case of difference as hereinafter mentioned, shall require the same." NERSHIP. Deed of Copartnership. trade, and the gains and produce thereof in equal COPARTshares or proportions, or according and in proportion to his share and interest therein,} and in case the same shall be insufficient for that purpose, (Full Form.) then by them the said parties in the like proportions out of their own separate estates; PROVIDED nevertheless, that in case any such loss or damage as aforesaid shall happen through the wilful neglect or default of either of the said parties singly, or of his own proper servants or apprentices, (or such as shall have been taken or employed otherwise than as hereinafter mentioned), then the same shall be borne and sustained by and out of the share and interest, or separate estate of such party only. THAT (1) all gains, increase, and profits of the Profits to be (1) It is essential to a copartnership that there should be a communion of profit and loss, and when there is such it will be a copartnership, although it be not so declared; Coope et al. v. Eyre et al. 1 Hen. Blac. 43. 48; and the taking a share superinduces a liability to sustain a portion of the loss, Waugh v. Carver, 2 ib. 247, the provisions, therefore, which are sometimes inserted in deeds of this kind, that a party advancing a part of the capital in consideration of sharing the profits without bearing any part of the loss, are nugatory and deceptive, so far as concerns the rights of third persons; contracts of this sort may, however, under circumstances, be good as between the parties themselves; see Hesketh v. Blanchard, 4 East, 144; unless the person advancing the money is, at all events, to have his principal returned with five per cent, interest in the mean time, in which case, a stipulation for a certain portion of the profits also, will make the transaction usurious; Morse v. Wil long to each in proportion to his capital. Communion of profit and loss incident to copartnership. son, 4 Durnf. and E. 553. But it is holden, that a sub-contract, Sub-contractors as it is called, i. e. where a partner divides his beneficial interest not copartners. amongst others, does not constitute a copartnership, as the sub NERSHIP. Deed of Copartnership. COPART- said capital stock, after satisfying rent, taxes, wages to clerks and servants, premiums for insurance, and other charges and expenses of carry(Full Form.) ing on the said joint trade, and other matters and things incident thereto as aforesaid, shall belong to and be divided between the said parties, according to their respective shares and interests therein, under or by virtue of these presents (1). Stock and premises to be insured at the expense of the trade. THAT the messuages, warehouses, buildings, and premises where the said joint trade shall, for the time being, be carried on, and such part of the stock in trade of the said copartnership as shall be liable to damage by fire, shipwreck, or other insurable accident, shall from time to time be insured at the expense of the said joint trade, [and the gains and proceeds thereof,] in some or one of the public offices of insurance in the city Dormant part ners are liable. contractor is unknown to the world and to the other partners, and does not, therefore, increase the credit of the house, nor add to its capital; see Coope v. Eyre, 1 Hen. Blac. 37. Dormant or sleeping partners, however, i. e. persons who bring in a part of the capital stock to abide the success of the concern, without interfering in the business, are equally liable with the ostensible partners, "for they would otherwise be in receipt of exorbitant interest without incurring any risk;" Hoare v. Dawes, Doug. 371; ex parte Hamper, 17 Ves. jun. 412; and no agreement between the parties can prevent this liability to the world; see Herbert v. Wilson, cited Wats. Part. 169; Smith v. Jameson. 5 Durnf. and E. 601, and post, Nos. VI. and VIII. in notes. (1) It is necessary in a deed of copartnership, that the proparty should be portion of profit and loss which each party is to receive or sustain, should be declared in the articles, as they will otherwise, by the principles of a copartnership connexion, be deemed to possess equal shares and liabilities. Preportion of profits of each mentioned. of London or Westminster, and borne by the said parties in proportion to their respective interests aforesaid, and the money which shall at any time be received by virtue of any such insurance, shall belong to the said copartnership stock, and be applicable and divided accordingly. AND IT IS HEREBY FURTHER AGREED AND DE CLARED, that no clerk, book-keeper, shopman, or THAT neither of the said parties shall take any apprentice in or to the said joint trade, without COPARTNERSHIP. Deed of Copartnership. Premiums to be the consent of the other [or major part of the others] of them, except as hereinafter mentioned. AND that all monies which shall be received with (Full Form) any apprentices so taken by the said parties, or either of them, shall be brought in to the joint stock for the common benefit of the said parties, according to their respective shares and interests therein, and all charges and expenses attending the keeping of such apprentices, shall be borne by them in like proportions (1). added to the joint stock. All contracts, &c. to be made in the names of the parties. Each party to take apprentices by turns. One partner AND IT IS HEREBY FURTHER AGREED AND DE (1) If the parties agree to take apprentices alternately, which they sometimes do, say "THAT each of the said parties shall be at liberty to have, and take alternately, or in turn, one or more apprentice or apprentices, to be instructed or employed in the said trade or business, who shall be equally at the command of both of the said parties, and that all monies which shall be had or taken with any such apprentice or apprentices, by way of premium or otherwise, shall belong to and be received for the said parties equally, share and share alike, and to that end shall be brought into the joint stock, [or shall belong to the said parties according and in proportion to their respective shares or interest in the capital stock of the said copartnership."] If one of the parties only is to have the privilege of taking only to take ap- apprentices, say prentices. "THAT neither of the said parties shall, without the consent of the other of them, take or receive any person or persons as an apprentice or covenant servant, to be instructed or employed in the said joint trade, save only the said (one partner), who shall and may at any time during this copartnership, take one or more apprentice or apprentices, or covenant servant or servants, at his free will |