fhall be fo nominated and appointed, make and deliver award or umpirage in writing, under his hand and feal of and concerning all and every fuch fum and fums of money as he fhall therein direct to be paid by the faid B. H. his executors, administrators and affigns, and the faid award, or umpirage, when fo made, fhall be duly obferved, kept, and performed by the faid parties hereto, their executors and adminiftrators, according to the true intent and meaning thereof: And further, that they the faid parties hereto, and each of them, both in and out of any court or courts of law or equity, refpecting the measures aforefaid, and at the colts and charges of the faid B. H. fhall and will do all and every act and acts as by their or either of their counsel fhall be advised and required for the fulfilling and accomplishing of these presents. In witnefs, &c.

Of PARTNERSHIP. PARTNERSHIP (more ufually de

nominated a Copartnership) may be defined to be an agreement between two or more perfons, for dividing the produce of mercantile or other concerns, in proportion to the capital or labour contributed by each; and in order to conftitute a legal and valid partnership, it is neceffary that the parties fhould fhare in "all rifques of profit

and lofs." Doug. 371. which feems to be the only effentialto this fpecies of contract. The provifions which it has been found expedient to infert in deeds of co-partnership, will be found in the following precedents of those inftru

ments.

Note. The form of diffolution of co-partnership is inferted ante, p. 90.

* Articles of copartnership between an apothecary and a furgeon and man midwife.

Articles of agreement indented, had, made, entered into, and agreed upon, day of

WE

this

&c. between

A. B. of, &c. apothecary, of the one part, and C. D. of &c. furgeon and man midwife, of the other.

HEREAS the faid A. B. hath for many years paft carried on the bufinefs of an apothecary in the house he now lives in, in aforefaid, and the faid C. D. is a furgeon and man midwife, and it hath been agreed between them to enter into copartnership together in their refpective profeffions, and to hold, enjoy, receive, and take the profits thereof jointly, in manner hereinafter mentioned. Now thefe prefents witness, that the faid parties to thefe prefents, as well in confideration of the truft and confidence which they repofe in each other, as for the improvement and augmentation of their refpective fortunes, do for themselves, and their feveral and refpective executors and admini

ftrators, mutually and reciprocally covenant, promife and agree to and with the other of them, his executors and administrators, by these presents, that they the faid parties to these presents fhall and will become and continue copartners in their respective profeffions for the term of feven years to be computed from the day of this prefent month of

if they the faid parties fhall fo long live, and for fuch further term as they the faid parties fhall agree, upon the terms and conditions hereinafter mentioned; and that the faid parties fhall severally exert the utmost of their abilities in promoting the intereft, welfare and credit of the faid copartnership; and the faid C. D. doth covenant, promise

and

agree to and with the faid A. B. his executors and adminiftrators, by these prefents, that in the event of his the faid C. D. being admitted a partner with the faid A. B. as aforefaid, he the faid C. D. his executors or adminiftrators fhall and will well and truly pay, or caufe to be paid to the said A. B. his executors, adminiftrators or affigns, the fum of

at the times and in manner following, that is to fay, the fum of part thereof on or before, &c. and the like fum of refidue, on or before, &c. if the faid A. B. and C. D. fhall be then living but not. otherwife. And also that the faid C. D. his executors and administrators fhall and will, within the space of fix calendar months, to be computed from the day of the date of thefe prefents, pay or cause to be paid to the faid A. B. his executors, administrators or affigns, one moiety or half part of the amount or value, to be fettled by a fair appraisement, of the prefent fixtures and ftock in trade of or belonging to the fhop of the faid A. B. in

aforefaid, and that thereupon the

1

faid C. D. fhall become intitled to a moiety of fuch fixtures and joint ftock; and likewife that he the faid C. D. shall and will from time to time, during the continuance of the faid copartnership, pay or allow to the faid A. B. at the rate of a year for his board and lodging, to be deducted out of his moiety of the profits of the faid copartnership, if the fame fhall be fufficient for that purpofe, otherwife out of his own proper monies; and that all expences for the wages or board of any fervant or fervants, and of all coals, candles, and other things, and the rents, taxes, and other charges of the prefent or any other houfe or houfes, fhop or fhops, which may be used for the carrying on the business of the faid copartnership, and of all additional stock in trade that may from time to time be neceffary to be brought into or used in the faid bufinefs or copartnership, shall be paid out of the profits and increase thereof equally by the faid parties; and that all profits and gains to arife or accrue from or in refpect of the bufinefs of the faid copartnership, fhall be fhared and divided between the faid parties to thefe prefents, in equal fhares and proportions; and the faid parties fhall equally bear and fuftain all loffes and damages which shall happen to be occafioned in carrying on the faid bufinefs, or by fervants or otherwife; and that proper books of account fhall be kept, in which fhall be fairly and regularly entered, all the accounts, tranfactions, and particulars of or relating to the faid copartnership, to which books of account each of the faid parties fhall from time to time have free accefs, and be at liberty to make copies of, or extracts from the fame; and that the faid B. and D. jointly; and that neither of

the faid parties fhall undertake any affair of moment, or enter into or engage in the fame or any other trade or bufinefs with any perfon or perfons whomfoever, or enter into any ftatute, recognizance, judgment, bond, note or fecurity, or become bound or bail, with or for any perfon or perfons whomfoever, or abfent himself from the bufinefs of the faid copartnership, without the confent of the other of them in writing for that purpose first had and obtained, and that the faid parties fhall once in fix months, or oftener if thereunto required by the other of them, fettle the accounts of or relating to the faid copartnerfhip; and upon every fuch fettlement, it fhall be lawful for each of the faid parties to take out of the cafh of or belonging to the faid copartnership, fuch fum or fums of money as they fhall agree upon for their respective ufe and benefit; and that within one month, or as foon as may be after the determination of the faid copartnership, a general and final account fhall be made out and figned by the faid parties, of the stock in trade, effects, money, debts and credits of or belonging to, or owing to the faid copartners or either of them, for or in refpect of the faid copartnership, and all the monies fo due or owing from them or either of them, fhall be forthwith paid and fatisfied out of the monies and effects of or belonging to the faid copartnership; and after fuch payments or fatisfaction made, all the remainder of the faid monies, debts and effects, shall be divided between the faid parties, in equal fhares and proportions; and that if there fhould be any deficiency of effects to answer the debts to be due or owing on the faid copartnership account, the fame thall be made good by the faid parties in like VOL. II.

F