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contained.] Now, this indenture witnesseth, that, Mutual corein consideration of the mutual trust and confidence nant to bewhich the said parties hereto respectively repose in come parteach other, and also in consideration of the sum of, &c., each of them, the said J. P. and R. J. R., doth hereby for himself, his heirs, executors, and administrators, covenant, promise, and agree, to and with the other of them, his executors and administrators, in manner following ; (that is to say,) that they, the said J. P. and R. J. R., shall and will become, continue, and be copartners in the business or profession of attorneys, solicitors, and conveyancers, for the term of from the day of the date of these presents, (if they, the said parties, shall so long live.) That the said copartnership business shall be carried on at the office or chambers in Lincoln's-Inn-Fields, Place and dow in the occupation of the said J. P., or at such style of busiother place as the said parties shall agree, under the game or style of P. and R. [If the business should be carried on in the house of the said partners, insert the following agreement.] That during so long Who is to be as the said business shall be carried on in the dwell, allowed a
yearly sum in ing-house of the said R. J. R. he shall be paid, and allowed by and out of the copartnership funds, the yearly rent or sum of L. for and towards the rent and taxes of the said office, and of such part of the dwelling-house as may be employed in and upon the account of the said business, in the same manner as such business hath been lately carried on there, and for the usual necessary coals, candles, and attendance of servants. That, on the dissolution of Not to carry the said copartnership, by effluxion of time, the of- on business fices or chambers in which the said partnership-bu- ship premises siness shall be then carried on shall be let or disposed after dissoluof, and neither of the said partners shall, directly or indirectly, practise or carry on business therein for space
of years from the time of such dissolution. [Add provisions as to the capital, the bankers, and the division of profit and loss, and allowance to partners, as agreed on.] (See post.)
Not to carry That neither of them, the said partners, shall or on any busi
will, at any time during the continuance of the said ness on separate account. copartnership, carry on, prosecute, or defend any
suit or suits at law or in equity, or make any conveyances, deeds, writings, or securities, or transact or do any other affairs or business incident or belonging to the profession of an attorney, solicitor, or conveyancer, for any profit or advantage, on his own separate account, or for or on any other ac
count than for the joint benefit of the said partners, As to pre- in the proportion hereinafter mentioned. That all miums and
premiums which will be received with articled clerks, and all fees, emoluments, and benefits that shall arise from the exercise by the said partners respectively, of the office of steward, receiver, agent, or court keeper, of any other person or persons, or of the office of vestry clerk, clerk to magistrates, commissioner of bankrupts, or of any other public office
whatever, shall be considered and accounted for as As to dealings profits of the said partnership. That if either of the by one part. said parties hereto shall give credit to, or pay or extice from the pend any sum or sums of money, for or on account
of any person or persons whomsoever, after having been forewarned and required by the other of them not so to do, the party so doing shall alone pay and bear any loss which may be occasioned thereby, and
his share of the profits of the said business shall As to the ap- stand charged with the same. That all and every plication of
sum and sums payments by
which shall at any time
money former clients hereafter be paid to or received by either of the of partners. said parties, from any person or persons whomso.
ever, who now is or are indebted to either of them,
person or persons, to either of the said parties hereto, be. fore the commencement of the said copartnership; and the remainder of such sum or sums (if any)
siness for clients, after
shall go and be applied to the said copartnership account.
That neither of the said partners shall undertake Not to do buthe prosecution of any cause or suit, or transact any business, or enter into any contract with any per- request. son or persons, for or on behalf, or in the name of the said copartnership, after he shall be required by the other of the said partners not to do the same.
[Insert here provision for keeping accounts; for making them up annually ; power to each partner to dissolve on default of the other ; and provision for adjustment of accounts, or decease of either party during the term. See post.]
That in the event of the determination of the As to valuasaid partnership by the decease of either of the said tion of pro
perty and cuspartners during the said term of
tody of drafts printed books, office fixtures, furniture, and other on dissolution property of the said partnership, (except as herein- by death. after mentioned,) shall be valued by two indifferent persons, the one to be chosen by the surviving partder, and the other by the executors or administrators of the deceased partner; and the same shall be purchased by the surviving partner, if he shall think fit, at the amount of such valuation; and the sum so to be paid shall form part of the partnership effects, but that all deeds, drafts of deeds, and other papers belonging to clients or otherwise, which shall be in the custody of either of the said partners on account of the said partnership at the time of the decease of them or either of them as aforesaid, shall (subject to the claims of the person, if any, to whom they may happen to belong) remain in the hands of, or be delivered to the surviving partner.
That in case of the dissolution of the said partner. Provision for ship, by effluxion of time or otherwise, during the lives winding up of both of the said partners, they, the said partners, separation of
as soon as conveniently may be after such disso- partnership. lution, make out ageneral statement of the partnership affairs and transactions, and pecuniary accounts, and after making an effectual provision for the liquidation
And for the custody of drafts.
of the debts owing from the said partnership, shall make a distribution, division, and allotment of the partnership credits, property, and effects between them, according to their said several proportions and interests therein, or in case it shall be deemed expedient so to do, the same credits, property, and effects shall be collected, got in, and converted into money, on the joint account of the said partners. And the deeds, drafts of deeds, and other documents and papers in the custody of the said parties respectively, as such partners as aforesaid, shall be divided between them in manner following ; (that is to say,) the papers relating to the business of persons who were clients of either of the said partners before the for. mation of the said partnership, shall (unless the contrary be expressly directed by such clients) be committed to the custody of the partner whose clients such persons formerly were; and with respect to the papers relating to the business of clients not includ. ed in this class, the same shall be equally divided between the said partners ; and in case any dispute shall arise as to the custody of the papers in any particular business, it shall be referred to the client to whose business they relate to determine to which of the partners the said papers shall be delivered ; provided, nevertheless, that nothing herein contained shall prejudice or affect any lien which the said partners may have either on the partnership account or otherwise on any deeds or writings in their respective hands or custody. [Add provisions for settling disputes by arbitration.] In witness, &c.
Articles of Copartnership between Traders. Articles of agreement made this
day of &c., between, &c. Whereas, the said A., B., and C., have agreed to become and be joint and equal partners in the trade of, &c., for the term of, &c., under and subject to the several covenants, conditions, and agreements hereinafter expressed and declared. Now, these presents witness, that, in consideration of the
mutual trust and confidence which each and every of them, the said A., B., and C., have and repose in and towards the other and others, each and every of them, the said parties hereto, doth hereby expressly covenant, promise, and agree with the other and others of them, by these presents, in manner and form following ; (that is to say,) That they, the said A., B., and C., shall and will become, continue, and be copartners in the said trade or business of for the term of years, to commence from the day of the date hereof, (if they, the said A., B., and C., shall so long live.)
That the said copartners shall not, nor will at any Neither party time hereafter, use, exercise, or follow the trade of to carry on
any separate or any other trade whatsoever, during the said term, for their private benefit or advantage; but shall and will, from time to time, and at all times during the said term, (if they shall so long live,) do their and each of their best and utmost endeavours, in and by all means possible, to the utmost of their skill and power, in the said copartnership business, for their joint interest, profit, benefit, and advantage. [Add provisions as to amount of stock to be brought in by each partner ; the style of the firm; the appointment of a banker ; the shares in which the parties are to divide the profit and loss; provisions as to drawing bills of exchange, &c.; and as to keeping the accounts ; for which see post.]
That there shall be had and kept, from time to Books to be time, and at all times during the said term and co. kept. partnership together as aforesaid, perfect, just, and true books of accounts, wherein each and every of the said copartners shall duly enter and set down as well all money by him received, paid,
* A covenant not to exercise the same trade on a separate account is a good and legal covenant, (18 Ves. 438 ;) but the engaging not to enter into any particular trade will not prevent them from engaging in some other business that will not be injurious to the partnership concern. (1 Sim. and Stu.