Annual account.

bills, Fox v. Hanbury, Cowp. 445; Swan v. Steele, 7 E. 200; but it is usual to restrict their authority in all these matters by express stipulation. (As to releasing of debts by partners, see Composition, Pref. § 8.

12. The partnership articles generally direct that annual rests or accounts shall be taken, but where parties neglect to act under their articles, the court will read them as if expunged, Jackson v. Sedgwick, 1 Swanst. 468; and the representatives of a deceased partner may claim the profits up to the day when the last settlement ought to have been made, Pettyt v. Janeson, 6 Madd. 146. Partners may agree that after an account is settled during their lives, it shall, notwithstanding any error, be conclusive after their Dissolution deaths, Gainsborough v. Stork, Barnard, 312.

of partner-
ship.
At the will

of either
party;

of neither.

By death.
Lunacy.

13. A partnership without any agreement as to its duration, is dissoluble at the will of either party, Peacock v. Peacock, 16 Ves. 50; so likewise, if continued without any new agreement, after the expiration of the limited period, Featherstonhaugh v. Fenwick, 17 Ves. 298. Where the copartnership is for a certain term of years, it cannot be dissolved without the consent of all parties, unless it be expressly stipulated in the deed, Peacock v. Peacock, 16 Ves. 50; Goodman v. Whitcomb, 1 Jac. & Walk. 592. In the absence of all stipulation, a partnership is dissolved by the death of either party, Crawford v. Hamilton, 3 Madd. 251; or sometimes by lunacy, Crawshay v. Maule, 1 Swanst. 517. n. The bankruptcy of either party also operates as a dissolution of the partnership, but this dissolution does not take place until the party is actually deAward of clared a bankrupt, Fox v. Hanbury, Cowp. 449; Ex parte Cobham, arbitrators. 1 B. C. C. 576; Bolton v. Puller, 1 B. & P. 539. A partnership may likewise be dissolved by the award of arbitrators, and that without any express authority given to the arbitrators for that purpose, if the dissolution of the partnership be a matter of dispute at the time of the reference, Green v. Waring, 1 Bl. 475. It has been held that the marriage of a feme sole operates a dissolution, because it has the effect of introducing a stranger into the concern, Nerot v. Burkand, 4 Russ. 260.

Bankruptcy.

Consequences of

Representatives how entitled.

Assignees

tenants in

14. On the dissolution of a copartnership, whether by death, dissolution. bankruptcy, or agreement of the parties, the copartnership deed ought to contain particular provisions as to the continuing the business, the distribution of the property, and winding up of the accounts. Where there is a stipulation that upon the death of one partner the business shall be carried on for the benefit of his representatives, it does not follow that such a provision extends to the admission of the representatives into the partnership, earce v. Chamberlain, 2 Ves. 33. Nor can a surviving copartner, unless it be expressly so stipulated, claim an allowance for the trouble of carrying on the trade for the benefit of the representatives of the deceased partner, Burden v. Burden, 1 Ves. and B. 170. In the case of bankruptcy, the assignees of the bankrupt partner become tenants in common with the solvent partner; Fox v. Hanbury, Cowp. 449; and no agreement between the parties can prevent the right of the assignees from attaching; Wilson v. Greenwood, 1 Swanst. 471, S. C. 1, J. Wils. 223. But the assignees cannot continue the trade, without the consent of the other parties; Hague v. Rollenston, 4 Burr. 2174; Wilson v. Greenwood, ub. sup.; In re Wait, 1 Jac. and Walk, 609; although they are entitled to a share of the profits arising from the capital of the bankrupt, as long as it conAssignment tinues in the business; Crawshay v. Collins, 15 Ves. 218; and also, to any share agreed to be paid into the business, by the solvent partner; Ackhurst v. Jackson, 1 Swanst. 85. It is usually agreed that the parties continuing in the trade, should pay to the retiring partner, or the executors of the deceased partner, the value of his

common with sol

vent part

ner.

of partnership property.

Between

Trades

men.

Retiring partner at liberty to carry on the same trade.

share in the partnership stock which is assigned to them; but it has been held, that such a stipulation is void, as against the assignees in the case of bankruptcy; Wilson v. Greenwood, ub.sup. In the absence of express stipulation, a continuing partner has no right to insist on a valuation to him of the partnership property; Division. Crawshay v. Collins, 15 Ves. 226. Where the articles of copartnership stipulate, that there shall be a division of the property, a sale and not a specific division is intended; Rigden v. Pierce, 6 Madd. 333. Cook v. Collingridge, 1 Jac. and Walk. The interest of an outgoing partner may be assigned; Kennedy v. Lee, 3 Merr. 441; but he will not be precluded from carrying on the same trade, unless it be expressly so stipulated; Farr v. Pearce, 3 Madd. 74; but if a party stipulate, that on such dissolution, he will quit the trade, he will not be at liberty to dissolve the partnership, and set up the same trade elsewhere; Cooper v. Watlington, 2 Chit. 451. Notwithstanding the dissolution, all the partners Liabilities are jointly liable for the debts and engagements of the firm con- of retiring tracted during the partnership; it is usual, therefore, for a deed partner. of indemnity to be given to the retiring partner, which is binding on the covenantor, but will not affect the rights of creditors; Bedford v. Deakin, 2 B. & A. 210. Sometimes it is agreed to give an annuity to a retiring partner, or to the widow of a deceased partner, in lieu of his share in the profits; but care must be taken so to frame the agreement, that it be not made dependant upon the profits; otherwise it will make the party liable as a partner; Bloxham v. Pell, cited in Grace v. Smith, 2 Bl. 998; Young v. Axtell, cited 2 H. Bl. 242. In order to exempt an outgoing partner from all Notice of future liability, notice of the dissolution should be given, not only dissolution. in the Gazette, but expressly to all the persons with whom the parties had had dealings; Godfrey v. Turnbull, 1 Esp. 371. Graham

v. Hope, Peake's N. P. C. 154. (As to the dissolution of partner

ship, see further Deed of Dissolution.)

15. Deeds of copartnership frequently contain a covenant, that Arbitration. disputes shall be referred to arbitration; but an action cannot be clause. maintained against a person refusing to nominate an arbitrator, unless there be an express stipulation, shewing this to be the intention of the parties; Tattersall v. Groote, 2 B. and P. 131.

16. Articles of copartnership under seal, require a deed stamp Stamp. of 17. 15s.; and the further progressive duty of 1.5s. for every entire quantity of 1080 words over and above the first 1080. (See further, as to copartnerships, Gow on Partnership, and Collyer on Partnership.)

Articles of Copartnership between Two Tradesmen. (General Precedent.)

Articles of Agreement made, &c. Betn A B of, &c. of the one pt and C D of, &c. of the or. pt witness as follows That the sd A B and C D have mutually agreed and by these presents do agree to become copartners togr in the art or trade of for their mutual benefit

and at their common risk which sd coptnship shall be carried on under the firma (a) of A B and C D and shall continue from the date (b) of these prests for and during the term of yrs subject nevss to the sooner

(a) As to the style of the firm, see Pref. § 5.

(6) As to the time of commencement and duration, see § 4.

Trades

men.

certain sums as

Between determination thof as hnaftr mentd And to that end and purpose he the sd A B hath on the day of the date of these prests delivered in as stock the sum of £ — and And deposit the sd C D the sum of £— to be used laid out and employed in common between them solely (a) for the management of the sd trade to their utmost bent and advantage And it is hby agrd betn the sd pties and the sd coptnrs each for himself resply and for his respive exs and ads doth covt promise and agree with the others of them his exs and ads by these prests in manTrade to be ner following that is to say-1. That the sd trade or business shall be managed or carried on at

stock.

carried on

at

Neither party to carry on any separate trade. Be faithful

other.

or such other place or places as the sd pties shall agree upon - 2. That they the sd coptors shall not nor will at any time hraftr during the continuance of the sd coptnshp use exercise or follow the trade of afd or any or. trade (a) whatsr to their private bent or advantage3. That each of them the sd A B and C D shall and &c. to each will from time to time and at all times during the continuance of this copartnership be faithful and just to each or. in all their dealings and transactions and do their best endeavours by all means possible to the utmost of their skill and power to promote their jt int prfts bent and advantage and truly employ buy sell and merchandize with the capital stock afd and the increase thof in the trade of afd witht any sinister or fraudulent intentions whatsr (b)-4. That they the sd coptnrs shall and will from time to time during the sd term pay bear and discharge equally between them the rent and taxes of the shop which they the sd coptnrs shall hire or rent for the joint exercising or managing the trade as afd And that all gains prfts and increase arising from the sd jt trade shall from time to time during the sd term be equally (c) and proportionably divided betn the sd copturs share and share alike And also that all such losses as shall happen in the sd jt trade by bad debts or orwise witht fraud or covin or wilful deft of either of the sd pties and all insurances

Rent, &c.
of premises
to be borne
equally.

Profits equally shared; and losses,

&c. to be equally sustained.

Money

to bear interest;

(a) As to this restriction, see § 10.

་

(b) If necessary say, That in case either of the sd pties shall brought by with the consent of the or. of them lend or bring into the coptushp either party concern any sum or sums of money over and above his share in the capital thof he shall be entitled to rece int for the same after the rate of, &c. from the time of such advance to the time of repaymt thof by and out of the coptshp funds before any division of the gains and prfts shall be made betwn the sd 'pties And that the sums so advanced shall be a lien upon the capital of the sd coptshp but that the repaymt thof shall not be made witht six mths previous notice in writing being given by the pty requiring the same to he repaid.' As to the necessity of this provision, see § 8. (c) As to the necessity of this clause, see Pref. § 6.

and be a lien on the partnership stock.

Between
Trades-

men.

Neither

execute

Nor lend

salaries wages chas and or. exps and paymts whatsr relative to the sd jt trade shall be pd and borne equally betn them the sd pties — 5. That neither of the sd pties shall take or discharge any apprentice clerk servt or labourer witht their mutual consent and that all appren- party to tice fees to be recd by them or either of them by way take, &c. of premium shall be carried to the jt acct-6. That clerks, &c.. neither of the sd pties shall or will sign (a) exte or de--Nor liver any bond judgmt or warrant of atty to enter up bonds, &c. judgmt nor give sign indorse draw or accept any bill without of exchange or promissory note nor subscribe any policy consent. of insurance nor release (b) or compound any debt due to them whby the jt trade can be affected in any manner howsr witht the consent of the or. of them being money, &c. first had and obtained ―7. That neither of the sd pties shall or will at any time during the continuance of this coptnshp witht the consent of the or. of them lend any money or give credit nor use or employ the firm of the sd coptnshp in any transaction of notes or bills of accommodation in any manner howsr nor become bail to the sheriff nor be secty for any psn or psns whomsr nor speculate in the public funds nor enter into any or. speculation whby his capital stock or private este may be prejudicially affected nor assign (c) nor orwise dispose of his share in the jt trade (except that each may introduce a son or nephew, &c. as the case may be as a partner into the sd business subject nevss to the sevl terms and condons of the coptshp and witht prejudice to the int of the or. pty)-8. That all contracts Bills, &c. and engagements checks or drafts upon bankers bills of in the name exchange and or. secties orders bills of parcels rects of the firm. and all or. matters relating to the sd trade shall be made given and taken in the name of the firm as the sd pties sha mutually agree upon-9. That each of the sd coptnrs shall punctually pay his separate and private debts and indemnify the coptnshp effects from all claims on acet thof-10. That there shall be had and kept proper books of acct (d) wherein each of the sd coptnrs shall duly enter and set down as well all money by him recd pd and laid out in and about the management of the sd trade as also all wares goods commodities and merchandizes by them or either of them bought and sold

(a) As to the liabilities of partners for the acts of each other, and the necessity of this provision in respect to the parties themselves, see Pref. § 11.

(b) As to the rights of partners to release debts, unless thus restricted, see Composition, Pref. § 8.

(c) As to this stipulation, see Pref. § 7.

(d) As to the obligation to keep accounts, sce Pref. § 10.

Each party

to pay his

separate

debts.

Books of be kept.

account to

Trades

men.

Each party to draw out £-per month for his private

use.

Between upon the coptshp acct and all or. matters and things whatsr to the sd jt trade in anywise relating or appertaining togr with all such circumstances of names times and places as may be necessy or useful for the better manifestation of the state and proceedings of the sd business which sd bks togr with all letters bonds bills papers and writings whatsr relating to the sd jt trade shall be kept in the office or counting-house at so that either of them may have free access thereto witht any interruption by the or.-11. That each of them the sd pties shall be at liberty (a) to draw out of the sd ptnshp effects for his own use and bent the sum of £- per mth and no more And that the mthly sums so to be taken out by each of the sd coptnrs shall go and be considered as pt of his share of the clear yrly gains and prfts of the sd coptnshp And in case the monthly sums so to be taken out shall at the end of the year exceed the sum which the pty so taking out the same shall be entitled to at the end of that year then and in that case such pty shall be considered as a debtor for such excess to the sd coptnship-12. That no bent (b) or advantage of survivorship shall accrue to either of the sd pties by the dece of the or. of them but that each shall have a sole and separate int in the capital by him brought in—13. That the sd coptnrs on the day of in evy yr (c) or oftener if need require upon the rease request of either of them shall make yield and render each to the or. a true just and perfect acct of all prfts and increase as also of all paymts rects and disbursements and all or. things whatsr done or suffered by them in the sd jt trade and on the delivery and adjustment of such acct shall and will pay and deliver each unto the or. their equal share of the clear Dissolution prfts so made as afd-14. That in case either of the of partner- sd pties shall do any thing contrary to the articles of ship coptnshp hereincontd whby the sd jt trade shall be in any wise affected (d) it shall be lful for the or, of them within days after such act or or. deft (e) to give to the pty so offending (ƒ) notice in writing of his

No benefit

of survivorship to either party.

Annual accounts.

Division of profits.

(a) Or, if it be so agreed, say, 'every mths to draw out of the stock of the sd coptnshp acct for his own private current exps any sum or sums of money not exceeding the int on his share of the capital of the sd stock to be advanced by him as afd after the rate of 51 per cent. per ann. and so as the capital of the sd coptnshp amounting to £- as afd shall not at any time be diminished.'

(b) See Pref. § 9.

--

(c) As to this clause, see § 12.

(d) And if either of them be a feme sole add, or shall marry.'

See Pref. § 13.