BETWEEN TWO PERSONS. Power to in certain cases. [19. IF (c) either partner shall commit a wilful breach of these articles or act contrary to the good faith which ought to expel a partner be observed between partners, or shall become incapable by reason of lunacy or otherwise to take his part in the management of the partnership business, then and in either of such cases the other partner may by a notice in writing given to him, or (if he shall be found lunatic by inquisition) to his committee, expel him from the partnership as from the date of such notice, but so that if the expulsion shall be on account of a breach of duty the notice shall be given within one calendar month after the discovery thereof: And if any question shall arise whether a case has happened to authorise the exercise of this power, such question shall be referred to arbitration under the provision in that behalf hereinafter contained. The partner giving such notice of expulsion as aforesaid may by the same or any other be purchased notice to be given as aforesaid within one calendar month from the date of the first notice signify his intention to purchase the share of the expelled partner in the partnership property, in which case he shall be deemed the purchaser thereof accordingly as from the date of such expulsion.] Share of expelled partner may by other partner. Mode of ascertaining on purchase. 20. THE price to be paid for the purchase of the share of a value of share deceased or bankrupt [or retiring or expelled] partner under the foregoing provisions shall be the net value thereof after providing for the debts and liabilities of the firm on the day of the determination of the partnership, and if the parties shall be unable to agree as to the value thereof, the same shall be ascertained by two indifferent persons, one to be appointed by the vendor or vendors, and the other by the purchaser, or by an umpire to be appointed by the two valuers before they proceed to business, and if either party shall fail to appoint a valuer for the space of fourteen days after being called on so to do by the other party, or shall appoint a valuer who shall refuse to act, the valuer appointed by the other party shall make a final valuation alone. The sum of money ascertained to be the value of the paid by instal- said share shall be paid by the purchaser to the vendor or Purchase money to be ments. (c) It must depend on the circumstances whether this clause shall be inserted. Sometimes it may be desirable to specify more particularly what acts shall justify a notice of expulsion, and sometimes it will be better to omit the clause, leaving each party to his remedy in the Court in case of the misconduct of the other. vendors by four equal instalments, at the expiration of six, twelve, eighteen, and twenty-four calendar months respectively, from the determination of the partnership, with interest for the same, or the instalments thereof for the time being remaining unpaid, after the rate of £5 per cent. per annum, and shall be secured by the bond of the purchaser, who shall also by the same or another bond indemnify the vendor or vendors and the estate of the deceased or outgoing partner against the debts and liabilities of the firm, and the vendor or vendors shall at the request and cost of the purchaser do and execute all acts, deeds, and things necessary or proper for vesting in him the share purchased by him as aforesaid and for enabling him to get in the outstanding credits and effects of the firm. BETWEEN TWO PERSONS. allowed goodwill. 21. In ascertaining the sum of money to be paid for the pur- Nothing to be chase of the share of a deceased or outgoing partner as aforesaid goowwfor nothing shall be allowed for the goodwill of the business (d). at end of arrangement is made. 22. UPON the determination of the partnership, if no other Final division arrangement is made under the foregoing provisions, the property partnership if and effects of the firm shall be realized and the proceeds applied, no other 1st, in paying the debts and liabilities of the firm; 2ndly, in repaying to each partner the amount of capital brought in by him, with such interest (if any) as may be owing thereon, and the surplus (if any) shall be divided between the partners or their respective representatives in equal shares [or in proportion to their respective shares in the profits of the said business]. be 23. UPON the determination of the partnership during the Dissolution joint lives of the partners, either of them shall be at liberty to advertised in advertise the dissolution in the London Gazette and other papers, Gazette, &c. and to send notices thereof to customers and others. may clause. 24. IF, during the continuance of the said partnership, or at Arbitration any time afterwards, any difference shall arise between the said partners, or their respective representatives, in regard to the construction of any of the articles herein contained, or to any division, act, or thing to be made or done in pursuance hereof, or in regard to the rights or liabilities of either party hereunder, or to any other matter or thing relating to the said partnership or the affairs thereof, such difference shall be forthwith referred to two arbitrators, one to be appointed by each party in differ (d) If the goodwill is to be paid for it should be stated. BETWEEN TWO PERSONS. ence, or to an umpire to be chosen by the arbitrators before entering on the consideration of the matters referred to them, and every such reference shall be deemed an arbitration within the Common Law Procedure Act, 1854, and the submission to arbitration may be made a rule of Her Majesty's High Court of Justice at the instance of either party. IN WITNESS, &c. No. II. BETWEEN TWO PERSONS. (Short Form.) Parties. Duration of partnership. Name of firm and place of business. Bankers. Capital. DEED of PARTNERSHIP between Two PERSONS (a very short form) (a). day of 18-, THIS INDENTURE, made the ditions, namely: 1. THE partnership shall commence on the day of 2. THE name of the firm shall be and the business shall (describe the premises), shall from time to time & Co. and the same shall 3. THE bankers of the firm shall be 4. THE capital of the firm shall be £not be reduced without the consent of both partners. The said capital is at present represented by the stock in trade in and upon the said premises, which have been valued at £, and (a) In this precedent those clauses are omitted which only express what would be the rule of law or equity in the absence of stipulation. BETWEEN TWO PERSONS. the sum of £ cash standing to the credit of the firm at the said bank, and which stock in trade and cash belong to the (Short Form.) partners in equal shares. 5. THE profits and losses of the business shall be divided Profits and between the partners in equal shares (b). losses. taking. 6. PROPER accounts shall be kept of all partnership transac- Yearly stocktions, and on the 31st day of December in every year, or as soon afterwards as possible, a balance-sheet shall be made out, showing the assets and liabilities of the firm, and what belongs and is due to each partner for capital and share of profits, and the same shall be signed by both partners, and when so signed shall be conclusive, except that if a manifest error shall be discovered therein within three calendar months after the signature thereof such error shall be rectified. 7. EACH partner may draw the monthly sum of £ out of Monthly the partnership cash on account of his share of profits for the drawings. current year, but if on taking the yearly account it shall appear that the monthly sums drawn out by either partner exceed his share of profits, he shall forthwith refund the excess. and division 8. UPON the determination of the partnership (c), the assets Final account of the partnership shall be realized and applied, 1st, in payment at end of of the debts and liabilities of the firm, and 2ndly, in paying to partnership. each partner the amount of his capital in the said business, and the surplus (if any) shall be divided between the partners or their respective representatives in equal shares [or in proportion to their shares in the profits of the business]. 9. ALL matters in difference in relation to the partnership Arbitration clause, affairs shall be referred to the arbitration of two indifferent persons, one to be appointed by each party, and every such arbitration shall be subject to the provisions relating to arbitration contained in the Common Law Procedure Act, 1854. IN WITNESS, &c. (b) This precedent can be easily adapted to a case where the capital is found by the parties, and the profits are divided in unequal shares. But it should be borne in mind, that if the capital is found in different proportions to those in which profits are divided, there should be a provision allowing interest on capital. (c) If it is wished to give a surviving partner the option to purchase the share of a deceased partner, a provision to that effect can be framed from Precedent No. I. BETWEEN TWO PERSONS IN UNEQUAL SHARES. Parties. Recital that Agreement to that stock in trade, &c., by firm at valuation. No. III. DEED of PARTNERSHIP between Two PERSONS, where ONE finds the WHOLE of the CAPITAL to commence with, and the PROFITS are divided in UNEQUAL SHARES-SPECIAL PROVISION for the WIDOW or CHILDREN of a deceased Partner. THIS INDENTURE, &c. (date and parties): WHEREAS the street in the town of held by him for a term of years which will expire on the day of 18, at the yearly rent of £—: AND WHEREAS the said A. B. has agreed to admit the said C. D. into partnership with him upon the terms and conditions hereinafter Arrangement expressed: AND WHEREAS it is part of the arrangement that the plant and stock in trade in and about the said premises shall be shall be taken taken by the said partnership at the sum of £, at which the same have been valued; and that the said A. B. shall pay into the Bank to the partnership account the sum of £ and that the said sums of £ and £- making together the sum of £, shall be considered as capital brought in to the said business by the said A. B., and shall be credited to him in the partnership books accordingly: AND WHEREAS in performcash as capital ance of the said agreement the said A. B. has before the execution of these presents paid the sum of £ into the said Bank to the partnership account: NOW THIS INDENTURE WITNESSETH, &c. (covenant to become partners as in Precedent No. I., p. 706). Payment by one partner of to firm. Witnessing part. Place of business. 1, 2. (Duration of partnership, and name of firm; see Precedent No. I.) 3. THE business shall be carried on at the premises No. (describing them): and the firm shall be considered tenants of the said premises to the said A. B., at the yearly rent of £payable half-yearly on the day of, and the day of in every year, and they shall pay all rates and taxes payable in respect of the said premises, and shall keep the same in |