debts of his said wife, E. B., now contracted, or that may hereafter be contracted by her, or on her account; AND, if the said A. B. shall be compelled to pay any such debt or debts, the said C. D. hereby agrees to repay the same, on demand, to the said A. B., with all damages and loss that he may sustain thereby. IN WITNESS, &C., (as in n. 970.) 420 CHAPTER x. PARTNERSHIP DEEDS. NOTES. 975. Recitals. The date and parties being set out, a short recital states the agreement to become partners, the nature of the business, the time it has existed, or the manner in which it was previously conducted; and sometimes the recital shows the title to the premises in which the business is carried on, or when and how a patent was obtained which the partners are to work, or of what the machinery consists which is to be brought into the concern, and by whom it is owned respectively, and the value of it. 976. The testatum may be as in n. 1042; but, if one partner pay a consideration for the partnership, the amount must be set out here, and a receipt clause inserted as in a common purchase deed. 977. The commencement and duration of the partnership should be expressly stated. If no time is named for beginning, the date of the articles will be the time of commencement, and parol is not admissible to show that a future period was intended; and if no time of duration is fixed, any partner may dissolve the partnership at any time-but a six months' notice is often made necessary, and the duration is frequently made dependent on the life of the parties; but this is not necessary, because the death of any partner dissolves the partnership, however numerous the partners may be. 978. The style of the firm should be set out as it is intended to be used in the business, as A. B. & Co.; and then to sign in any other way will be a breach of covenant. 979. The nature of the business should be set out clearly. This is always desirable; and in cases where one of the partners carries on other business, it is very necessary. 980. The place of business is usually named and described, but generally with the qualification that the business is to be carried on there as long as the parties so agree, or that it shall be carried on there, or at such other place or places as the partners shall from time to time agree; and, if the premises belong to one of the partners, that, at the end of the term, possession shall be delivered up to the owner. 981. The capital advanced by each party should be stated, and in what manner it is to be contributed, and it should be declared that each shall stand possessed of the stock of the partnership in proportion to the capital advanced, and be allowed interest thereon; and that future contributions [if any] of capital shall be under similar conditions; for, without interest is thus secured to each partner by express stipulation, none would be payable, but all the partners would simply share the profits, to the manifest disadvantage of partners who advanced more than the rest. 982. A return of premium in proportion to the falling off of the business, if it happen to decline, is sometimes provided for. 983. Profit and loss is divided equally, if nothing is said; but it is always better to state the proportions, and it is usual to say that losses caused by the willful neglect or default of a partner shall be borne by him. 984. A specified sum in lieu of profits is sometimes allowed to one partner, [often to a dormant partner,] and it is usually stipulated that it shall be payable at all events, even out of the capital if the profits are not sufficient; and it may also be provided that the acting partners shall draw out not exceeding a certain sum, monthly or otherwise, for their subsistence, to be accounted for at every division of the profits. 985. Proper accounts are stipulated for, in suitable books; which, with all deeds, bonds, notes, securities, papers, and writings, are to be kept at the place of business, or other place of safety, as the partners may agree. 986. Acting partners should give dormant partners correct information of the business. 987. Monthly balances of accounts are usually stipulated for, especially where there are dormant partners, and that the active partners shall have custody of the cash, bills, notes, and securities. 988. The conduct of the partners in managing the business is stipulated to be faithful and diligent, and that each shall render a true account of all business transactions; and frequently that none of the partners shall engage in any other business; and, if it is desired that they should not do so, this clause ought never to be omitted. 989. One partner is sometimes to devote himself to the business more than the others; e. g., where a junior partner brings in little or no capital. 990. Servants and apprentices are not to be engaged or discharged by one partner without the consent of the others; and that any premiums received with apprentices shall be divided according to the shares of the partners in the capital. 991. Indemnity of the partnership against the private debts of each partner is usually provided, and that the partnership money and goods are to be used only on partnership accounts; and that bills of exchange and promissory notes shall not be drawn or accepted except in the regular course of business, and on account of the partnership. 992. Extension of a term of partnership is commonly effected by deed poll, indorsed on the original partnership deed. DISSOLUTION of PARTNERSHIP and WINDING-UP. 993. The recitals state the terms of the original deed, and the mode in which the partnership is dissolved, as by agreement, by effluxion of time, or by notice: if the dissolution is by agreement, 994. The testatum should so state; and if by effluxion of time, it should be said to be in pursuance of the stipulations in the partnership deed; and if by notice, that also should be expressed. 995. Any pecuniary consideration paid on an assignment of partnership effects should be mentioned in the second testatum, by which the stock and effects are assigned. 996. Attestation is not necessary, since it will be sufficient to recite that the dissolution has been made and inserted in the Gazette; and this form is often used where some of the partners assign their shares in the stock and effects to the other copartners; and so, where one retires and receives a pecuniary consideration for his share, the arrangement including the mode of payment is recited, and then the testatum merely says "in consideration of the premises," or "for the consideration herein before expressed." 997. As to the winding-up, this is done cither by collection of all credits, payment of all debts, and division of profits, or by retiring partners receiving the money-value of their shares from those who remain. 998. A receiver is sometimes appointed by the deed of dissolution, with the usual powers of an attorney to sue and give discharges. In this case the partners covenant that they will not themselves receive nor release outstanding credits, nor any suit or action for recovery of the same, and a final clause gives the receiver power to reimburse himself his expenses, and exonerates him from being responsible for more money than he actually receives, or for any banker or other person in whose hands money shall be placed for safe custody. 999. Assignments from one partner to another, for a money consideration, include a power of attorney for enforcing payment, giving releases, &c., with covenants by the assignor that he has not contracted any debt which may prejudice the partnership effects, nor received any credits which are not duly entered in the books, and that he will confirm all acts done in exercise of the power of attorney, for further assurance, and not to release actions, &c. On the other hand, the assignee covenants to discharge all partnership debts, and indemnify the assignor therefrom, and the deed concludes with a mutual release of all claims on account of the original partnership deed. |