the same shall have come to his knowledge, to give to the party so acting, notice in writing, by leaving the same at his last place of abode, announcing a dissolution of the said copartnership; and thereupon the said copartnership shall determine, in the same manner as if the whole of the said term had expired; and the party giving such notice, shall be at liberty to insert a notice of such dissolution, in Gazette, and any other public papers or paper whatsoever, and as the attorney of the other party, to subscribe and affix the name of the said other party, as well as his own, to any such notice; and the said authority hereby given for that purpose, the parties hereto, respectively agree, that they will not revoke, or attempt to revoke, whether such authority be, in its nature, revocable or not.

(Any other causes of dissolution may be inserted at discretion.)

On a dissolution of copartnership, the retiring partner covenants not to carry on the trade, or disclose secrets, &c.

- miles from

- And in consideration of the premises, the said A. for himself, &c., covenants with the said B. his executors, &c. that he the said A. shall not nor will at any time or times hereafter, either alone, or jointly with, or as agent for any person or persons whomsoever either directly or indirectly, or upon any account or pretence whatsoever, set up, exercise or carry on the said trade or business of- within aforesaid; and shall not, nor will set up, make or encourage any opposition to the said trade or business hereafter to be carried on by the said B. his, &c. nor do any act, matter or thing to the prejudice thereof; and shall not nor will divulge or make known to any person or persons whomsoever, any of the secrets, accounts or transactions of, or relating to the said copartnership, so heretofore carried on between them the said A. and B. as aforesaid; And if the said A. shall do any act in breach or violation of this present covenant, then the said A. shall and will immediately thereupon pay to the said B. his, &c. the sum of $ to be deemed and considered, and the same is hereby declared to be, as and for liquidated and ascertained damages, and in total extinction of the same covenant, and not in the nature of a penalty.

(1) Clause to refer disputes to arbitrators actually named.

And it is hereby further agreed, that, if at any time or times hereafter, or before the accounts between the said parties concerning the said partnership shall be finally settled and closed, any dispute or difference shall arise between them the said parties, or any two of them, &c. concerning the true construction of these presents, or any covenant or thing herein contained, or any accounts to be stated or settled in pursuance hereof, or any fact, matter, or thing relating to the said partnership, or the concerns thereof, then and so often as the same shall happen, all such matters in difference shall be submitted and referred to the award and determination of D. of &c. and E. of &c. (arbitrators indifferently chosen by them the said parties to these presents) and such third indifferent person as they the said D. and E. shall by any writing, nominate to be joined with them in the said arbitration; and that they the said parties to these presents respectively, and their respective executors, &c. shall and will from time to time, and at all times, stand to, obey, abide by and perform, the award and determination of the said arbitrators, or any two of them, concerning the premises, so as such award be made in writing, under the hands of the said arbitrators, or any two of them, and be ready to be delivered to the parties in difference, or such of them as shall desire the same, on or before the expiration of calendar months, next after the nomination of such third person as aforesaid. And further that the parties in difference, and their respective witnesses, shall and will submit themselves to be examined viva voce before and by the said arbitrators, upon oath or otherwise as may be required; and that they the said parties respectively shall and will produce unto and before the said arbitrators all such deeds, papers, writings, accounts and vouchers relating to the matters in difference, as shall be in their power or custody respectively; and also, that in case any or either of the said parties in difference,

(1) A clause to this effect is very often inserted in the articles of agreement; but it is very certain that no action can be maintained for the breach of such a stipulation and therefore the use of it, may be well considered as unnecessary. Story on Part. § 215. Nor will a Court of Equity decree specific performance of such a stipulation. ib. If however in pursuance of such an agreement, they do refer to arbitrators all matters of difference between themselves, it is held competent for the arbitrators to award a dissolution of the partnership, Collyer on Part. 152, (2nd Ed.) Greene v. Waring, 1 Wm. Black. 475.

shall refuse or neglect to attend the said arbitrators, or any two of them, at such time and place as they respectively shall appoint, and whereof days notice in writing shall have been given to, or left at the last most usual place or places of abode of such party or parties respectively, such party or parties having no lawful or reasonable excuse, to be allowed by the said arbitrators or any two of them, for such neglect or refusal, it shall be lawful for the said arbitrators or any two of them, to proceed in the same arbitration, and to make their award ex parte; and further, that the costs, charges and expenses, of and attending the said arbitration and award, shall be in the discretion of the said arbitrators respectively, and be paid by such party or parties in such manner and in such proportions or otherwise, as they shall direct by their said award; and moreover that these presents and the submission hereby made, shall or may be made a rule of Court in the Court at the instance of any or either of the parties in difference.

2. An Agreement between a person who is retiring from the active part of a business, and another who is to conduct the same for their mutual benefit.

Articles of agreement made, entered into and concluded upon, this -day of- A. D., &c. between A. B., of- - of the one part, and C. D., of of the other part: Whereas the said C. D. hath conducted and managed for some time past, the trade or business of the said A. B., and in consideration of the attention and assiduity of the said C. D. thereunto, the said A. B. is willing to continue the said C. D. in the management thereof under the covenants, restrictions, and agreement, hereinafter contained; and in consequence thereof, an inventory and appraisement hath been made and taken of the stock and entered in two receipt books, one of which is to remain in the custody of each of them the said parties to these presents, and is subscribed by both of them, and the value of the said stock in the whole, appears to the amount of the sum of, &c.: Now these presents witness, that for and in consideration of the covenants and agreements, hereinafter contained on the part of the said C. D. to be performed, the said A. B. for himself, his executors, and administrators, doth hereby covenant, promise and agree, to and with the said C. D. that it

shall and may be lawful to and for the said C. D. from time to time during the term of eleven years, to be computed from the day of the date of these presents, if they the said A. B. and C. D. shall jointly so long live, to trade with the said stock, and to manage and improve the same, in such manner as to the said C. D. under the direction of the said A. B. shall seem meet, upon trust nevertheless, and to the intent and purpose that the said C. D. shall do, by and out of the money which shall arise by sale of any part or parts of the said stock, buy such goods as shall be requisite to keep up and continue the present quality and value thereof, and by and out of the profits, which shall arise from the trade and dealing, in the first place yearly and every year, pay the whole rent of the said house and shop, and pay and discharge all taxes which now are, or shall hereafter be assessed or imposed on him the said A. B. or the said C. D. on account of the said house and trade, and in the next place to pay to him the said A. B. or his assigns, yearly, and every year during the said term of eleven years, if they the said A. B. and C. D. shall so long live, (1) one clear annuity or yearly sum of, &c. by equal half yearly payments, on the day of without any deduction or abatement whatsoever, and subject thereto, to retain the residue and overplus of the profits which shall arise from his trade and dealing, to and for his own sole use and benefit, as a recompense and satisfaction for his care and trouble in the sale and management of the said stock. And the said C. D. in consideration of the premises, and of the covenant and agreement herein before on the part of the said A. B. contained, doth for himself, his executors, and administrators, covenant, declare, and agree, that he the said C. D. shall and will from time to time, and at all times, for and during the said term of eleven years, if they the said A. B. and C. D. shall so long jointly live, diligently apply himself to the care and management of the said stock, trade, and business, according to his best skill, abilities, and discretion, and apply and dispose of the money which shall arise from the sale thereof, and

and the

day of

(1) Where the annuitant receives a sum which is certain and defined, and does not depend upon the accidents of trade, he will not be considered a partner as to third persons; but where the annuity is fluctuating, and depending upon the profits of the firm, he will be a partner. The true test is whether the profits are received qua profits. Story on Part. § 67.

of all the profits of his trade and dealings, to answer and discharge the trusts hereby reposed in him, in such manner as herein before is directed, declared or expressed. And also shall and will write true and perfect entries, in proper books of accounts, of all such goods as shall be sold, and of all moneys which shall be paid and received by him, and permit the same, from time to time, to be inspected by him the said A. B. or such other person or persons as he shall appoint. And further, that he the said C. D. shall not nor will, at any time during the continuance of the said term of eleven years, buy or sell, or in any-wise trade or deal in his own name but in the name only of him the said A. B. upon the trusts aforesaid; (1) nor do any act whatsoever, whereby the said stock, or any part thereof, may be attached, or taken in execution. And also that at Christmas next, and so at every succeeding Christmas during the said term of eleven years, or oftener, if thereto required by the said A. B., he the said C. D. shall and will take a full account in writing of the said stock, then remaining in the said trade, and of the profits thereof, and deliver the same to the said A. B. in order to manifest to him a true state thereof, and of his proceedings in the trade by him carried on there with. And at the expiration, or other sooner determination, of the said term of eleven years he the said C. D., his executors or administrators, shall and will deliver up to him the said A. B., his executors or administrators, the stock then remaining for his or their own use and benefit, to the value of the sum of, &c., losses by bad debts, decay of goods, and other inevitable casualties excepted. In testimony, &c.

3. An agreement to continue a partnership by endorsement.

We the within named A. B. and C. do by these presents endorsed, declare and mutually covenant and agree, unto and with each other, his and their executors and administrators, to continue the joint trade and partnership within mentioned, for the further term of

years, if both of us shall so long live, to be accounted

(1) It may be unsafe for the retiring partner, to allow the business to be carried on in his own name, because if third persons trust the firm on the responsibility of this name, the partner, though merely nominal, will be liable. Story on Part. § 64.