Imatges de pàgina
PDF
EPUB

MODERN PRECEDENTS

IN

CONVEYANCING.

CLASS VI.

DEEDS AND ASSURANCES RELATIVE TO
COPARTNERSHIPS.

No. I.

An Agreement for a Copartnership between two
Persons to commence at a future Time (1).

Variations where there are several Parties, &c. (2).

[blocks in formation]

Agreement for future

Copartnership.

Agreement may

(1) An agreement for a future copartnership, whether by parol or in writing, will be binding upon the parties, and support an action at law for damages, or a bill in equity for a spe- be by parol. cific performance, in case either party shall refuse to perform it, if it be definite, certain, and reasonable; see Buxton v. Lister, et al. 3 Atk. 383; also Anon. 2 Ves. jun. 629; Hercey v. Birch,

9 ib. 357; but not otherwise; see Walker v. Harris, 1 Anstr. 245; also Akhurst v. Jackson, 1 Swans. 85.

(2) See also notes and variations to No. III. post, p. 13, et seq. in margins.

[blocks in formation]

COPART

NERSHIP.

Lord

&c.

Agreement for &c. future

Agreement for

BETWEEN (one of the parties) of,

of the one part, and (the other party) of, of the other part (1). WHEREAS the

Copartnership. parties hereto now separately carry on the trade or business of (2), and are desirous of becopartnership. coming copartners together in the said trade, for the purpose of extending their connexions, and augmenting their respective capitals therein. AND WHEREAS it not being convenient for them to commence the said copartnership immediately, by reason of their own particular engagements in trade, they have agreed to enter into such stipulations respecting the same as hereinafter are exWITNESS, pressed. Now THESE PRESENTS WITNESS, that in come copartners pursuance of the said agreement, they the said and (parties) Do hereby for themselves severally and respectively, and for their several and respective heirs, executors, and administrators, covenant, declare, and agree, with and to each other, and the executors and administrators of each other, in the manner following, (that is to say) that they the said (parties) shall and will on or before the day of

Parties will be

on the day of

execute proper deeds, &c.

next ensuing the date hereof, enter

Number of parties.

Trades.

it is

pro

(1) By 6 Ann. c. 22, s. 9, and 15 Geo. 2, c. 13, s. 8, vided that no greater number of persons than six shall be copartners as bankers; and by 28 Geo. 3, c. 53, s. 1, that no more than five shall be in copartnership as coal merchants; with these exceptions, and those within 6 Geo. 1, c. 18, see post, No. III. p. 18, n. (3), and also No. VIII. any number of persons may exercise a trade in copartnership.

(2) Any trade, &c. not prohibited by law may be carried on in copartnership as well as otherwise; but as to which see more post, No. III. p. 18, n. (3), and post, No. VIII.

COPARTNERSHIP.

Agreement for

future

Copartnership

into copartnership together in the trade or busi-
ness of
and sign, seal, and deliver proper
deeds or other instruments in writing, to be pre-
pared or approved by some practising convey-
ancer, of the degree of a barrister, to carry the
same into effect; In which said deeds or instru-
ments, or in some or one of them, it shall be pro-
vided and declared, THAT the said copartnership Covenants, &c.

shall commence upon the said
and continue for the space or term of

day of

years

thence next ensuing, if the said parties shall so

long live, under the firm of

ried on at

and be car

; THAT the capital stock shall consist of £ ; THAT if either party bring in a further capital or leave his share of the profits in the trade, the capital stock shall be liable to make good the same, with interest after the rate of £5 per cent. per annum; THAT each party shall have a separate estate in the capital stock and the proceeds thereof, without survivorship between them (1); THAT the copartnership stock shall be employed solely for the joint trade; THAT the profits and loss thereof shall be borne by each of the parties in proportion to his capital therein; THAT the stock in trade, and other insurable property, shall be insured at the expense of the joint

to be contained in the deed of copartnership.

(1) If the copartnership be between professial men, the Survivorship. business (so far as regards the good-will) survive on the

death of either of the parties unless otherwise provided; Farr

v. Peace, 3 Mad. 74; but it seems so be questionable, whether this would be the case in respect of the good will of a trade, and see post, p. 25, notes.

COPART

NERSHIP.

future

trade; THAT all expenses and casual losses shall be borne by the parties, in proportion to their Agreement for respective interests; THAT clerks and servants Copartnership. shall not be taken or discharged, but by mutual consent; THAT neither party shall take apprentices without the consent of the other; THAT the premiums with apprentices shall be added to the joint stock; THAT entries shall be made in proper books, of all the copartnership transactions and affairs; THAT the copartnership books shall be kept at the counting-house where the business is carried on, and be open for the inspection of all parties, and shall not be removed from thence, unless to be produced in court; THAT half-yearly rests shall be made in the accounts of the joint trade, and signed by the parties respectively; THAT the surplus of the proceeds, after payment of expenses, shall be divided between the parties at Christmas in every year, in proportion to their respective interests; THAT the parties shall diligently employ themselves in the business of the joint trade, and not be concerned in any other trade; THAT they will be faithful to each other in all the copartnership concerns; THAT neither of the parties shall apply the partnership monies to his own use, except the annual sum of £ by way of subsistence-money; THAT each party shall be allowed his reasonable expenditures upon customers; THAT neither party shall suffer the copartnership estate to be charged with his private debts; THAT neither party shall buy or sell on the copartnership account beyond a certain amount;

THAT neither party shall accept or give bills of exchange, or other securities, but in regular course of trade; THAT neither party shall lend or give credit; NOR compound or release debts, Nor become bail, NOR engage in speculative enterprises, without the consent of the other; THAT neither party shall dispose of his share, except by will, without the consent of the other; THAT if either party conduct himself contrary to the provisions therein contained, the partnership shall be void; THAT either party shall have liberty to quit the partnership, on giving twelve months' notice; THAT on the death of either party before the first half-yearly settlement of accounts, his capital shall be returned, and the profits and loss accrue to and be borne by the survivor; THAT on the death of either party after the first half-yearly settlement, the other shall take the stock, the amount of which shall be paid by instalments, to be secured by bond with sureties, upon the representatives of the deceased party assigning his share of the stock; THAT at the expiration of the copartnership term, each of the parties in turn shall have the refusal of the stock at a valuation, and if both parties refuse, it shall be sold by auction; THAT credit given after the end of the partnership shall be at the risk of the person crediting; THAT disputes shall be referred to arbitration; THAT, &c. (1). AND lastly, that each party will execute

[blocks in formation]

(1) Here insert such other agreements between the parties Stipulations to relative to the terms and conditions of the copartnership, as

be set out.

« AnteriorContinua »