BETWEEN SURGEONS AND the expiration of such notice the said partnership shall be determined, and the whole of the business thereof shall thence- APOTHECARIES. forth belong to the partner to or for whom such notice shall be given or left as aforesaid: PROVIDED ALWAYS, that the partner so withdrawing from the said business as aforesaid shall not at any time during his life practise as a surgeon or apothecary within a distance of ten miles from, and if he shall so practise, shall pay to the other partner, his executors or administrators, the sum of £- for every month during which or any part of which he shall so practise, by way of liquidated damages. partner breaks partner may notice. 14. If either of the said partners shall commit any breach of If either the articles herein contained on his part to be observed and per- articles, other formed, and the other of the said partners shall at any time determine the within fourteen days after knowledge or notice of such breach, partnership by give notice in writing of his desire that the said partnership shall cease, or leave such notice at the surgery at which the business of the partnership shall for the time being be carried on, then immediately upon such notice being so given or left the said partnership shall cease and determine, and the whole of the business thereof shall thenceforth belong to the partner giving or leaving such notice as aforesaid: PROVIDED NEVERTHELESS, that any dissolution of the said partnership under this present clause shall not prejudice any remedies of the continuing partner for the breach of any of the articles herein. contained. and division on 15. UPON the determination of the said partnership by any Final account means whatsoever, a general and final account in writing shall termination of be made and taken of all the moneys, credits, property, effects, partnership. debts, and liabilities of the said partnership up to the time of the determination thereof, and the said moneys, credits, property, and effects shall, after discharging or providing for the debts and liabilities of the said partnership, be forthwith divided between the said partners or their respective executors or administrators, in the proportion in which they are herein before declared to be entitled to the net profits of the said business, and the executors or administrators of a deceased partner shall have full power to concur in such division, and to bind the persons beneficially interested in his estate thereby: PROVIDED ALWAYS, that upon any such determination as aforesaid, the BETWEEN SURGEONS AND surviving or continuing partner shall be at liberty to take at a APOTHECARIES. Valuation the moiety of the deceased or outgoing partner in the stock-in-trade and effects of the said partnership, such valuation to be made by two competent persons or their umpire, to be appointed respectively as is hereinafter provided in the case of arbitrators and their umpire upon a reference to arbitration, and the amount of such valuation shall be paid by the surviving or continuing partner to the executors or administrators of the deceased partner, or to the outgoing partner (as the case may be), within twelve calendar months from the determination of the said partnership, and shall be secured in the meantime, with interest thereon at the rate of £5 per cent. per annum, by the joint and several bond in a sufficient penalty of the surviving or continuing partner, and a surety to be approved by the executors or administrators of the deceased partner, or by the outgoing partner (as the case may be). If partnership be determined by death or voluntary withdrawal, continuing partner to pay for goodwill. 16. In case the said partnership shall be determined by the death or voluntary withdrawal of either partner within ten years from the day of the date of these presents, the surviving or continuing partner shall pay to the executors or administrators of the deceased partner, or to the outgoing partner (as the case may be), the sum of £―, by way of purchase-money for the share of such deceased or outgoing partner in the goodwill of the said business, the same to be paid within twelve calendar months after the determination of the said partnership, and to be secured in the meantime, with interest after the rate aforesaid, by such joint and several bond as aforesaid. 17. (Arbitration clause, see suprà, p. 711.) IN WITNESS, &c. No. VIII. ADMISSION of the Sox of one of two PARTNERS to a of COPARTNERSHIP. ADMISSION OF THE SON OF ONE OF TWO PARTNERS. Recite articles of partnership. articles of the partners partner to portion of his THIS INDENTURE, made, &c., BETWEEN A. B., of, &c. (one Parties. of the partners), of the first part, C. D., of, &c. (the other partner), of the second part, and E. B., of, &c. (son of A. B.), of the third part WHEREAS by an indenture dated the day of and made between the said A. B. of the one part, and the said C. D. of the other part, each of them the said A. B. and C. D. covenanted with the other of them, his executors and administrators, to be partners in the business of for the term of seven years, to be computed from the day of then last, upon and subject to the conditions and provisions therein contained; and by the indenture now in recital it was (amongst Covenant in other things) provided that it should be lawful for the said enabling one A. B., at any time or times while engaged in the said partner- to admit his ship, to introduce his son, the said E. B., into the said business son to be a as an acting partner, and to assign or otherwise make over to whole or a him the whole or any part of the share of the said A. B. in the share. stocks, moneys, and effects of the said partnership, and the profits of the said business, and that in such case the said E. B. should become a partner in the said business as to the part or parts to be assigned to him as aforesaid for the residue of the said term of seven years, upon and subject to the conditions and provisions contained in the said indenture, or as near thereto as circumstances would permit, and should enter into a covenant with the said A. B. and C. D., or with the said C. D. alone as the case might require, to observe and perform the said conditions and provisions so far as the same ought to be observed and performed by him the said E. B. AND WHEREAS the said Desire to A. B. is desirous of introducing his son the said E. B. into the said business as an acting partner, and to give, assign, and make over to him the said E. B. one moiety of the share of him the said A. B. in the stock-in-trade, moneys, credits, and effects of the said partnership, and the profits of the said business: NOW Witnessing THIS INDENTURE WITNESSETH, that in order to effec- part. VOL. II. 3 B admit. THE SON OF ONE OF TWO Admission of the share of son to part of the father. Second witnessing part. Covenant by son to observe partnership articles. ADMISSION OF tuate his said desire, and in pursuance of the power for this purpose given to him by the said recited indenture as aforesaid, the said A. B. doth hereby introduce the said E. B. into the said partnership business as an acting partner, and doth hereby assign unto the said E. B. one moiety of the share of him the said A. B. in the stock-in-trade, moneys, credits, and effects of the said partnership, and in the profits to arise from the said partnership business, To HOLD the same unto the said E. B. absolutely: AND THIS INDENTURE ALSO WITNESSETH, that in consideration of the premises the said E. B. hereby covenants with each of them the said A. B. and C. D., that he the said E. B. shall and will henceforth, and during the remainder of the said partnership term of seven years, remain and be a partner with the said A. B. and C. D. in the said business, and shall and will observe and perform the conditions and provisions contained in the said recited indenture of the -day of -, so far as the same ought henceforth to be observed and performed by him the said E. B. in respect of the moiety hereby assigned to him of the share of the said A. B. in the said business in the same manner in all respects as the said A. B. would have been bound to observe and perform the same if these presents had not been made. IN WITNESS, &c. DISSOLUTION OF Parties. As to the stamp duty No. IX. DEED of DISSOLUTION of PARTNERSHIP where one of the PARTNERS retires, and the two others continue the BUSINESS; ASSIGNMENT of the RETIRING PARTNER'S interest in the GOODWILL and STOCK-IN-TRADE and EFFECTS, and COVENANT by him NOT TO CARRY ON similar BUSINESS (α). THIS INDENTURE, made the day of, BETWEEN A. B., of, &c. (retiring partner), of the first part, C. D., of, &c. (a) The question of stamp duty on a deed to carry into effect an arrangement for the retirement of a partner where he is paid the net value of his PARTNERSHIP. (one of the continuing partners), of the second part, and E. F., DISSOLUTION OF of, &c. (other continuing partner), of the third part: WHEREAS by an indenture dated the and made, &c., the Recite existing said A. B., C. D., and E. F. agreed to carry on the business of deed. day of in partnership in equal shares for the term of years, partnership account has partners. subject to the covenants and provisions contained in the said indenture, and they have carried on the said business accordingly up to the day of the date of these presents: AND WHEREAS That an a statement and account of the stock-in-trade, moneys, credits, been settled and effects, debts and liabilities of the said partnership have between been this day made out, signed and settled between the said A. B., C. D., and E. F., and the share of the said A. B. in the said stock-in-trade, moneys, credits, and effects, after providing for the said debts and liabilities, has been valued at £, and the share and interest of the said A. B. in the goodwill of the said business has been valued at the further sum of £- making with the sum of £ the sum of £AND WHEREAS it has been agreed between the parties hereto Agreement that the said A. B. shall retire from the said business, and partner shall shall accept the sum of £in full satisfaction of his share certain terms. and interest therein and the goodwill thereof, and all the stockin-trade, credits, and effects belonging thereto : AND it has been also agreed that the said sum of £ shall be paid by four equal instalments, at the expiration of six, twelve, eighteen, and twenty-four calendar months respectively, computed from the date of these presents, with interest on the same sum or the instalments thereof for the time being remaining unpaid after the : share in the assets after allowing for the liabilities is often found an In the above Precedent there is an actual assignment which will require an ad valorem duty. See the following Precedents, in which the duty is either wholly or partially avoided. that one retire upon payable on deeds of dissolution of partnership. |