BETWEEN FOUR PERSONS. On retirement, &c. of partners solution to be inserted in Gazette. ship business, and in the bona fide carrying on of the same), or shall do or suffer anything whereby the partnership effects or any of them shall be taken in execution or charged or incumbered for or in respect of his private debts, or shall fail to account for money received by him in respect of any partnership transaction after being required so to do by the other partners or any of them, or shall act in other respects contrary to the good faith which ought to 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 partners or partner may by a notice in writing given to him or (if he shall be found a lunatic by inquisition) to his committee expel him from the partnership as from the date of the notice, but so that if the expulsion shall be on account of any breach of duty the notice shall be given within three calendar months after the discovery thereof. And if any question shall arise whether a case has happened to authorize the exercise of this power, such question shall be referred to arbitration under the power in that behalf hereinafter contained. 21. Ir any partner shall retire or be expelled from the partnership as aforesaid, or shall become bankrupt, he shall be notice of dis- deemed to have ceased to be a partner on the day of the date of such retirement, expulsion, or bankruptcy as the case may be, and the continuing partners or partner shall be at liberty to advertise the dissolution of the partnership as regards the late partner in the London Gazette and elsewhere, and to sign the name of the late partner to the notice of dissolution. Upon death, &c., of partner his share to belong to other partners as purchasers, 22. UPON the death of any partner, or upon any person ceasing to be a partner by reason of his retirement, expulsion, or bankruptcy as aforesaid, the share of such deceased or outgoing partner in the partnership business and in the stock in trade, credits and effects thereof, shall, as from the time of his death or his ceasing to be a partner as aforesaid, go and belong to and be purchased by the remaining partners or partner, and if more than one in equal shares [or in shares proportionate to their then shares in the business], and they or he shall take upon themselves or himself all the partnership debts and liabilities as from the same date, and the partnership shall be continued between the said remaining partners, if more than one, under BETWEEN FOUR PERSONS. give notice of not to pur the provisions of these presents: PROVIDED ALWAYS, that if the surviving or continuing partners or partner shall, within six unless they calendar months from the death of the late partner or the time shall within when he shall cease to be a partner as aforesaid, give to his six months executor, administrator, trustee, or committee, or to the late their intention partner himself (as the case may require), a notice in writing chase. stating the intention of the surviving or continuing partners or partner to wind up the partnership affairs, instead of purchasing the share of the late partner as aforesaid, or leave a notice in writing to that effect at the place where the partnership business shall be carried on, then and in such case the partnership affairs shall be wound up under Article 18 as if the partnership had determined by effluxion of time. outgoing partner by reference to last annual stock-taking. 23. (If it is intended that the share of a deceased partner Provision for THE Sur- share of ascertaining shall be ascertained by the last annual stock-taking.) viving or continuing partners or partner succeeding to and deceased or purchasing the share of a late partner under the last preceding article, shall pay to his executor or administrator, or trustee or committee, or to the late partner himself, as the case may require, such sum of money as is next hereinafter mentioned (that is to say): If the late partner shall have died or ceased to be a partner before the 31st day of December next, then a sum of money equal to the capital brought in by him into the partnership as herein before mentioned, together with interest on the same sum of money after the rate of £- per cent. per annum, computed from the commencement of the partnership until the day of his death, or of his ceasing to be a partner as aforesaid, such interest to be in lieu of any share of profits during that period: If the late partner shall have died or ceased to be a partner on the 31st day of December in any year, then such a sum of money as by the annual account taken under Article 16 shall be found to be the net amount or value of the said share on the same 31st day of December: And if the late partner shall have died or ceased to be a partner on any day later than the 31st day of December next, and not being any subsequent 31st day of December, then such a sum of money as by the annual account taken under Article 16 shall be found to be the net amount or value of the said share on the 31st day of December immediately preceding his death, or the day of his ceasing to be a partner as aforesaid, with interest on the same sum of money after the rate VOL. II. 3 A BETWEEN FOUR PERSONS. Share of deceased or outgoing partner to be valuation. of £- per cent. per annum, computed from the same 31st day of December up to the day of his death or of his ceasing to be a partner as aforesaid, such interest to be in lieu of any share of profits during the same period. The interest payable under this Article in lieu of profits shall be paid on demand, and the principal money payable under this Article shall be paid by four equal instalments, at the expiration of six, twelve, eighteen, and twenty-four calendar months respectively, computed from the death of the late partner, or from the time of his ceasing to be a partner as aforesaid, with interest on the amount for the time being remaining unpaid after the rate of £5 per cent. per annum, computed from the same time. The surviving or continuing partners or partner shall give their or his bond for securing the payment of the said principal money by such instalments and with such interest as aforesaid to the person or persons entitled thereto, and also for indemnifying him and them from the partnership debts and liabilities; and such person or persons shall, at the request and cost of the surviving or continuing partners or partner, execute and do all such acts, deeds and things necessary or proper for vesting the said share in them or him, and for enabling him or them to collect and get in the partnership credits and effects. 23A. (If it is intended that there shall be a new stock-taking to ascertain the share of the deceased or outgoing partner, the ascertained by following will be substituted for Article 23 above.) UPON the death of a partner, or upon a person ceasing to be a partner as aforesaid, the sum to be paid for the purchase of his share in the property of the partnership shall be the net value of such share on the day of his death or of his ceasing to be a partner as aforesaid, after providing for the debts and liabilities of the firm, and so that in estimating such value the goodwill of the business shall not be taken into account (a). AND if the parties shall be unable to agree as to the net value of the said share, 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 purchasers, 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 (a) If the goodwill is to be paid for, it should be stated. 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 as the net value of the said share shall be paid by four equal instalments, &c. (as in the above clause, No. 23, to the end). BETWEEN FOUR PERSONS. management of partners. 24. ALL questions which may arise during the continuance of Questions of the said partnership touching the conduct or management of to be decided the partnership affairs, including the employment and dismissal by a majority of clerks and servants, the giving of credit, and the compounding of debts and claims, shall be decided (in case there shall be three or more partners for the time being) by the majority in number of the partners. clause. 25. Ir any difference shall arise between the partners for the Arbitration time being, or their respective representatives, or any other persons interested under these presents, in regard to the construction of these presents, or to any act or thing to be done in pursuance hereof, or to any other matter or thing relating to the said partnership or the affairs thereof, then, subject to the last preceding Article) the matter in difference shall be referred to, &c. (Arbitration clause, suprà, p. 711.) IN WITNESS, &c. No. V. DEED of PARTNERSHIP between BREWERS. USUAL CLAUSES, BETWEEN BREWERS. THIS INDENTURE, made the day of, BETWEEN Parties. BETWEEN BREWERS. Recital of agreement by present partners to take in third. Particulars of assets and liabilities of present partners. partner), of the third part: WHEREAS the said A. B. and C. D. have for some time past carried on the business of brewers and maltsters at and it has been agreed that the said E. F. shall join them in the said business: AND WHEREAS the property and assets of the said A. B. and C. D. as such partners as aforesaid consist of, 1st, the freehold and leasehold houses and premises mentioned and described in the 1st part of the schedule hereunder written, and which have been valued at £, without any deduction for the mortgages affecting the same; 2ndly, the brewery plant and stock-in-trade, the particulars whereof are stated in the 2nd part of the said schedule, and which have been valued at £ ; and 3rdly, the book debts owing to the said A. B. and C. D., the particulars whereof are set forth in the 3rd part of the schedule, and which book debts, after allowing for bad or doubtful ones, are estimated at £- : AND WHEREAS the mortgages affecting the said freehold and leasehold premises, and the other debts and liabilities of the said A. B. and C. D. as such partners as aforesaid, amount to the sum of £, and the particulars thereof are set forth in the 4th part of the said schedule AND WHEREAS the said debts and liabilities being deducted from the value of the said property and assets makes the net value of the said property and assets to be £: AND WHEREAS it has been agreed that the said E. F. shall purchase from the said A. B. and C. D. one equal fifth part or share of the said property and assets, subject to the said debts and liabilities, for the sum of £, being one fifth part of the said sum of £ and he has accordingly paid or secured the payment by him of pur- of the said sum of £to the said A. B. and C. D. before the Agreement that new partner shall purchase a share of assets, and payment and assign ment of free hold property so as to vest share in new partner. chase-money. Conveyance execution of these presents as they do hereby acknowledge: AND WHEREAS the said freehold and leasehold houses and premises hold and lease- described in the first part of the schedule hereto have been duly conveyed and assigned by deeds bearing even date with these presents, so as to vest two undivided fifth parts thereof in the said A. B., two other undivided fifth parts thereof in the said C. D., and the remaining one undivided fifth part thereof in the said E. F., subject to the mortgages affecting the same respectively: NOW THIS INDENTURE WITNESSETH, that in consideration of the premises the said A. B., C. D., and E. F., hereby mutually covenant and agree to become and remain partners in the trade or business of brewers and maltsters Witnessing part. Mutual covenant to become partners. |