Between or do any act matter or thing contrary to the stipulaWharfin- tions hnbefe contd and the true intent and meaning of gers. them and these prests or any or. act matter or thing

Annual accounts.

Net profits to be divided.

whatsr whby or by means whereof the sd capital stock
or the int credit and welfare of the sd jt concern may
be possibly injured or in any manner prejudicially af-
fected howsr Then and in evy such case it shall be
Iful to and for the or. or ors of them upon discovery of
such deft immly to dissolve and determine the sd
coptnshp by giving to or leaving for him or them in
the office notice in writing of such his or their desire
and the sd coptnshp shall be considered as dissolved and
determined as far as regards the pty so offending from
the time of delivery or leaving such notice as afd as if
the same had expired by effluxion of time-27. That "
on the day of
next ensuing and the same

day of in evy yr during the sd coptnshp or as soon
as convenient may be after that day not exceeding
three mths a full and general acct shall be made of the
stock in trade and of all the goods mos debts paymts
rects prfts and increase and all or. things that are
usually comprehended in annual accts of a like nature
taken by ptnrs engaged in the trade or business of car-
riers and that a valuation or appraisement shall be
made of all the parlars in the sd acct as shall admit of
valuation or appraisement and that the sd general acct
and valuation shall from time to time be written in
three books and be signed in evy such bk by each of
them the sd A B, C D and E F And that after such
subscription each of them the sd A B, C D and E F
shall take one of the sd bks into his custody and shall
be bd and concluded by evy such acct resply unless
some manifest error shall be found therein and signified
by any of the sd pties to the ors or or. of them within
three calr mths next ensuing the signing of such acct
in which case such error shall be rectified (a)—28.
That at the expiration of mths after such general

acct and valuation shall have been so made taken and signed by the sd ptnrs as afd all the residue and surplus which from time to time shall remain of the net gains and prfts of the sd jt trade or business after such annual sums of money and allowances as are hnbefe directed to be pd and made shall be taken out of the same and after deducting £ per cent. upon the stock only of the boats stores and or. jt property of the sd coptnshp and after leaving the full capital sum of £ in the sd trade or business shall be divided by and betn the sd

(a) For a more special provision as to annual rests or accounts, see Copartnership between Bankers, Art. 18.

Between Wharfin

gers.

A B, C D and E F in the proportions following that is to say each of them the sd A B and C D two-fifth pts thof and the sd E F the or. remaining fifth pt thof And in case upon taking such general acct and valuation there shall appear to have been a loss instead of a prft arising from the coptnshp then and as often as the same shall happen they the sd A B, C D and E F shall immly thereupon pay and contribute in the proportions as afd toward making up such deficiency-29. That Expiration within three calr mths next after the expiration of the of the term. sd coptnshp a general acct in writing shall be taken of all the stock in trade mos debts and effects then belonging to remaining or being in the trade or business of the sd coptnshp and of all debts and sums of money due and owing from or by the sd copturs to any psn or psns And a valuation and appraisement of all the parlars included in such acct which in their nature shall be susceptible of valuation or appraisement shall be resply made stated settled and taken and signed and subscribed in such manner as hnbefe is expssd with respect to the annual acct valuation or appraisement hnbefe described And thereupon all mos due to the sd pties in respect of advances made to the sd jt concern over and above the permanent capital thof shall be pd and then the capital which shall have been advanced resply by the sd pties as afd shall be repd and satisfied and then all or. debts owing in respect of the sd jt coptnshp shall be pd and for the purpose of making such paymts so much of the ptnrshp property and effects shall be sold as shall be necessy and the credits shall be collected and got in and after such sevl paymts the residue shall be divided betn them according to their sevl proportions and shares as afd And all such outstanding debts as shall not be collected on or before the day of to be taken by tender of either pty under seal offering the largest value for the same and such uncollected debts to be then accordingly assigned to and at the expense of the ptnr or ptnrs taking the same by the or. ptnrs Provided always and it is hby decld and agrd by and betn the sd pties hereto that if all be living at the expiration of the sd term of yrs and any one or two of them shall be minded or desirous to continue in and carry on the sd trade or business and the ors or either of them shall decline so doing and the ptors and ptnr so minded as afd shall be desirous of purchasing the share or shares of such or. ptnrs or ptnr of and in the sd coptnshp este and effects (save and except the debts then due and owing to the same) and shall give notice in writing within one calr mth next after the expiration of the sd coptnshp of such his and

Proviso as to continuing copartnership at the expiration of the term.

Death of

either parties. Death of

A B.

Between their intention to such ors or or. of the sd coptnrs Wharfin- Then and in that case an acct and valuation shall within gers. three calr mths next after the expiration of the sd term of yrs be made of the respive fifth pts or shares of such last mentd coptnrs or coptur of and in the sd coptnshp este and effects (except as before excepted) by two indifferent psns to be named and chosen one by the continuing and the or. by the retiring coptnrs or coptnr and such valuation shall be considered and taken as the price or value thof And if such coptnrs or coptor shall within the space of six calr mths well and truly pay or cause to be pd unto such ors or or. of them the amount or value of such respive fifth pts or shares the same shall then be and become the absolute property of the ptnr or ptnrs so paying the same as afd (a) -30. That in case the sd A B shall depart this life at any time during the continuance of the sd coptnshp the sd CD and E F shall continue to carry on the sd coptnshp for the remr of the sd term of yrs upon the terms and subject to the stipulations and agrts herein contd as far as the nature of the case will admit under the firm of and in such case the sd C D shall stand and be possessed of and interested in the sd two fifth pts or shares of the sd A B of and in the sd concern and the gains and prfts thof for the remr of the sd term of yrs in trust for the exs ads and ass of the sd A B-31. That in case of the death of the sd C D before the expiration of the sd term the shares of the sd C D of and in the sd jt concern and of and in the gains and prfts thof shall during the remr of the s term of yrs go and belong to such ptnr and ptnrs and in such shares and proportions as the sd C D shall by his last will and testament or any writing in the nature of or purporting to be his last will and testament or any codicil or codicils thereto duly signed direct or appt and in deft of such direction and apptmt to the exs or ads of the sd CD Provided nevss and it is hby decld and agrd that the exs or ads who under this last mentd provision shall succeed to the share of the sd C D in the sd jt business shall not be at liberty to intermeddle in the management of the sd coptnshp concern orwise than by inspecting the bks of acct belonging to the sd coptnshp trade and examining into the state of the same for their information or satisfaction or by assisting in making up and settling the yrly general acct in manner hnbefe directed unless the sd exs or ads shall be required to

Death of
C D.

Proviso as to the executors, &c. of C D.

(a) For variations in the mode of winding up partnership accounts, see particularly General Precedent, Art. 14. And Copart nership between Bankers, Art. 28.

Between

take an active pt in the management or conduct of the sd business by the surviving ptnrs or ptnr Provided Wharfinnevss furr that if such exs or ads of the sd C D shall gers. take an active pt in the management of the sd business being required so to do by the surviving ptnrs or ptnr then and in that case they shall be allowed to deduct or retain the sum of £ annually for his or their trouble -32. That in case of the death of the sd E F before Death of the expiration of the sd term of yrs the surviving or E F. continuing ptnrs shall pay or cause to be pd to the exs or ads of the sd E F the value of his share of and in the sd coptnshp as the same shall appear by the then last yrly general acct and valuation if any shall have been taken and if not as the same shares shall be valued by any three arbitrators one to be chosen by the surviving ptnrs or ptnr one by the exs and ads of the sd C D and the third by the two referees the amount of such valuation to be secured by bills of exchange to be accepted by the surviving ptnrs or ptor in manner following that is to say (here state times of payment; see Copartnership between Bankers, Art. 25) and also by the bond of the surviving ptnrs or ptnr the expense of such bills and bond to be borne by the surviving ptnrs or ptnr And furr that the surviving ptnrs or ptor shall at their or his expense exte and give to the exs or ads of the sd E F so dying their or his bond for indemnifying the este and effects of him the sd E F from and agst the debts which shall be due and owing by the sd coptors and all claims and demands for or on acct of the same such bond to be jt and sevl if there shall be more than one surviving ptnr And from and immly after the delivery and exon of such bills and bonds the surviving ptnrs or ptner of the sd E F shall be entitled to the share of the sd E F of and in the sd coptnshp stock and of and in the gains and prfts of the sd trade or business and the same shall be divided betn or among such surviving ptnrs if more than one in proportion to their respive shares of and in the residue of the sd coptnshp stock and of the gains and prfts of the sd business and such last mentd pturs shall continue to carry on the sd trade or business in coptnshp during all the then residue of the sd term of yrs upon such

and the same terms and under such and the same condons and agrts as hnbefe and hnaftr contd or as near thereto as the case will admit Provided nevss and it is Proviso in hby decld and agrd by and betn the parties hereto that case of nonin case such surviving ptnrs or ptnr shall after the dece payment of of the sd E F admit any new ptnrs or ptnr or withdraw himself or themselves from the sd coptnshp so as to

bills.

Between make any alteration whatsr in the firm of the sd Wharfin- coptnshp or if no such alteration shall be made in the gers. sd firm but deft shall happen in payment of any of the

instalments of the principal and int hnbefe agrd to be secured to the exs or ads of the sd E F or any pt thof resply then and in either of the sd cases the exs and ads of the sd E F shall have full power to inspect all the books of acct and or. papers relating to the sd coptnshp at all reasonable times upon giving days' notice in writing to the ptnrs or ptnr for the time being and if he or they upon any such inspection shall be of opinion that from the state of the sd trade or business of the sd firm their or his secty for the money which shall have been secured to them or him by the surviving ptnrs or ptnr pursuant to the provisions hnbefe in that behalf contd or any pt thof shall be in any respect deteriorated or diminished then and in evy such case a reference shall be made to three indifferent psns to be chosen in the manner hnaftr mentd and if the sd referees shall by their award agree in opinion with the exr or exs adr or ads of the sd E F with respect to the matters afd then and immly thereupon all the stock in trade and effects of the sd firm whatsr shall be sold and disposed of collected and got in and a final distribution of the same and the money arising therefrom shall be pd in such and the same manner as if the sd coptnshp had expired by effluxion of time and the money secured to the exs and ads of the sd E F and the remaining clear share upon such distribution be pd instantly but nothing in this present clause mentioned is intended to be in any wise prejudicial to or to affect the sd secty which shall have been given by such surviving pinrs or ptnr to the exs or ads of the sd E F for any such principal money or int as afd or any pt thof resply-33. Retirement That if any one or more of them the sd A B, C D or of parties. EF shall be minded, &c. at the expiration of &c. and shall give, &c. then and in such case the coptnshp so far as regards such ptnr or ptnrs who shall be desirous of withdrawing as afd shall cease and determine And in that case the amount or value of the share or shares of him or them so retiring as afd shall be paid and the payment thereof secured and the retiring pty or pties indemnified by the continuing pty or pties in the same manner as hnbefe directed in the event of the death of the sd E F and the continuing ptnrs or ptnr shall be entitled to the share or shares of the ptnr or ptnrs so retiring in like manner as is hnbefe directed in that behalf-34. That if any, &c. (provision in case of lunacy, see Copartnership between Bankers,

yrs,