COPART

purposes, as his testator or intestate might or could, by NERSHIP. virtue of these presents or otherwise, have done, or have held, possessed, or enjoyed the same if living. AND at the Deed of Copartnership end and expiration of such term of one year after the debetween Traders. cease of the party so dying as aforesaid, all accounts and (Full Form.) matters shall be finally balanced, settled, and adjusted, in like manner and form as is hereinbefore expressed and provided in that behalf, at the expiration or other sooner determination of the said term of years and as if such term were actually complete and ended by elapse of time." If it be agreed that the widow of the party dying shall have an annuity paid to her for life, say,

If either party die during the term, his widow to be paid an annuity.

"THAT in case the party dying before the expiration of the said term of years shall leave a widow, or a child or children him surviving, then the party surviving shall and will, during the life or lives of such widow, child, or children, and the life of the survivor of them, or during the remainder which shall be then to come of the said term of years, which ever shall first determine, well and truly pay, or cause to be paid, unto the said widow, child, or children, the yearly sum of £ of lawful money of the United Kingdom of Great Britain and Ireland, of English value and currency, by four equal quarterly payments, in such shares and proportions respectively, or to such one of them only, or such other person or persons for her, his, or their use, as the party so dying shall, by his last will and testament, have directed or appointed in that behalf; and in case the said party so dying shall have made no such direction or appointment, then the whole of such yearly sum shall be paid unto the widow of the said deceased party, and the said surviving party shall give his bond in a proper form for payment thereof."

(B.) See ante, p. 65. If it be agreed that on the determination of the copartnership the stock shall be divided between the parties, say,

COPARTNERSHIP.

Deed of Copartnership between Traders. (Full Form.)

On the determination of the (except by ton of stuck, &c. to be made.

partnership,

death) a parti

"THAT on the determination of the said copartnership by lapse of time, or by notice given by either of the said parties, or by the award of arbitrators or an umpire, or otherwise howsoever, except only by death or illness, a general account in writing shall be taken of all the stock, debts, and effects of or belonging to the said joint trade, or to the said parties on account thereof, and also all debts owing by the said parties to any person or persons on account or in respect thereof; and after payment of all sums which shall have been advanced unto, or left in, the said joint trade by either of them, beyond his portion of the capital thereof, and also all other debts which shall be owing from or by the said joint trade, the residue of the said estate and effects (except such bad or doubtful debts as hereinafter mentioned) shall be parted and divided between the said parties, according and in proportion to their estates and interests therein. AND in case If either party the said (first named party) alone shall be desirous, and in continue the default thereof, in case the said (second party) shall desire to be taken by to continue the said trade, then as to and respecting any lease or leases then subsisting of the premises where the said trade shall be carried on, and the stock in trade, utensils, and other things belonging to the said copartnership, the same shall be valued and appraised by the said parties themselves in such manner as they shall then agree, or if they cannot agree, then by three persons to be nominated as hereinafter mentioned, and the same shall be taken at such valuation by the party who shall intend to carry on or commence the said trade on his own separate account; but in case both the said parties shall determine to carry on the said trade in future on their respective separate accounts, then the lease or leases of the said premises shall be put up to sale by auction in the presence only of them the

trade, leases,&c.

the best bidder,

(Full Form.)

And stock at a valuation.

If neither party

continue the

trade, stock, &c.

to be sold by auction.

COPART- said parties, and a person employed by them to take their NERSHIP. respective biddings, and such of the said parties as at such sale shall be the highest bidder for the said premises Deed of Copartnership shall be the purchaser thereof; and in such case, the stock between Traders. in trade, utensils, and things belonging to the said copartnership, shall be taken and paid for by him at such price or sum as shall be set thereon by three appraisers, to be nominated as hereinafter mentioned; and in either of the said cases the party who shall have and take the said premises and stock in trade, shall give to the other of them such sufficient security for the amount of his share of the said price, and to be paid at such times, and with such interest, as hereinbefore is provided for the payment of the share of any of the said parties departing this life during the said copartnership; but in case neither of the said parties shall choose to carry on the said trade any longer, then the whole of the said premises, stock, utensils, and effects shall be sold by public auction, unless the said parties shall otherwise agree, and after payment of all debts due from the said parties, on account of the said joint trade, the clear residue of the produce thereof shall be equally divided between them, or their respective representatives, according and in proportion to their shares and interests respectively therein; and each of them the said parties shall, upon such partition and division, at the costs and expenses of the other of them, assign and assure to each other, their respective executors, administrators, and assigns, their several parts or shares of all the copartnership estate, property, and effects, of which any assignment or other assurance shall be requisite for that purpose. AND as to and respecting outstanding debts due to the said joint trade, the said parties shall and will, during the space of years, to be computed from the time of making up and perfecting such final account, use their best means and endeavours, without any recompense or allowance for their care or trouble, to receive and collect such outstanding debts, and shall and will, upon the last day of every month, (if the same shall not happen to be on a Sunday) and if so, then on the day before, duly and faithfully account and pay to

Outstanding debts to be divided.

each other his and their share and shares of monies which
shall from time to time be so collected; and in case any of
the said debts shall, at the end of the said term of
years, remain outstanding and unreceived, then that they
the said parties shall, with all convenient speed, put the
said debts under three heads, that is to say, good, dubious,
and desperate debts, and allot unto each other a just and
fair proportion of the said three sorts of debts, in order
that the same may be equally and fairly divided amongst
them, according to their several and respective interests
in the said copartnership concern; and for facilitating such
division and distribution of the copartnership property, as
well that part thereof which shall have been gotten in, as
that part thereof which shall be outstanding, it is hereby
agreed that the same shall be made by, disinterested per-
sons experienced in the said trade, one whereof to be
nominated by each of the said parties, his executors or
administrators, with power for the persons so to be nomi-
nated at any time to choose an umpire or third person to
decide between or assist them, which said several persons,
or the majority of them, or their umpire, shall have full
power to allot unto either of the said parties, his executors
or administrators, as and for the part, or as the whole of his
or their share, the entirety of and in any leasehold or other
copartnership property, which from its nature may not be di-
visible without being converted into money. AND further,
that upon such division being made, the said parties shall
and will, at the request and expense of the party requiring
the same, assign unto each other respectively, and their re-
spective executors, administrators, and assigns, the share
and shares of the property so to be allotted as last men-
tioned; and shall and will join in and execute all such
powers as shall be necessary to enable each other to sue for
or otherwise act concerning the property so to be assigned,
in such manner as the party taking such assignment shall
think proper, the party assigning being effectually indemni-
fied by the other of the said parties from all subsequent
expense and responsibility in respect thereof."

COPARTNERSHIP.

Deed of Copartnership between Truders.

(Full Form.)

COPART

NERSHIP.

Deed of Copartnership between Traders.

(Concise Form.)

No. IV.

A Deed of Copartnership between two Persons, as wholesale or retail Traders. (Concise Form).

Variations as in the preceding Precedent, and as in the
Margins below (1).

THIS INDENTURE, of

parts, made the

day of

in the year of our Lord

of the one

Recital of

agreement for

BETWEEN (one copartner) of, &c.

part (2), and (other copartner) of, &c. of the other part. WHEREAS (3) the said (copartners) in copartnership. order to extend their connexions in business, have agreed to become copartners in the trade [pro

fession] or business of

for the period and upon the terms and conditions hereinafter ex

Several parties.

Previous agreement.

New partner admitted into original firm.

(1) See also notes, &c. to the correspondent parts of No. III. p. 13, et seq. and clauses, &c. to the subsequent precedents in margins.

(2) If there be several persons entering into copartnership, each of them may be made as of a separate part.

(3) If the deed be entered into in consequence of a previous agreement in writing, such agreement may be here recited, as ante, No. III. p. 14, n. (2); but it is not material.

If the deed be executed upon a new partner being admitted into an original firm, see ibid.