a composition not made by deed under seal will not discharge a speciality debt. 1009. The agreement may be in two forms : (1.) Where time is to be given, or a sum less than the full amount is to be accepted in discharge of the debts, or the payment is to be secured by sureties. (2.) Where the whole property is to be vested in trusteco, for the benefit of creditors, then the whole terms of the trust deed should be set out in the agreement. 1010. Under bankrupt laws assurances of this kind are acts of bankruptcy if a petition of adjudication is filed within three calendar months after the execution of the deed. 2 Vict., c. 12, England. 1011. Composition deeds are of various kinds; as, where extended time is given; where a surety for the debtor is a concurring party; or where creditors agree to accept a less amount than their debts. 1012. The amount of each creditor's claim should be in the deed, or in a schedule annexed. Signature to a schedule in which the amount is left blank will bind the creditor as to all existing debts then owing him, though the deed expressly refers to those only which are in the annexed schedule. 1013. Where a debtor is to carry on the business under the direction of inspectors, the debtor is of the first part, the inspectors are of the second part, and the creditors the third part; and the manner of applying moneys received from the business is specially stated. 1014. Creditors of small amount, as, say $50, are generally paid in full. 1015. Power to extend letters of license to a period beyond that fixed in the deed, without further consent of the creditors, may be properly inserted in most cases. 1016. Where the property is assigned on trusts to sell, the parties are, 1. The debtor; 2. The trustees; 3. Two creditors; 4. All the other creditors. Two creditors are made parties of the third part, to enable them to covenant with the trustees for the due performance of the trusts; for, if such covenant were made by the whole body of creditors, every one of them would have to be made parties to any action against the trustees for breach of covenant, which would be highly inconvenient. 1017. The recital is usually confined to a statement of the agreement for composition, by which the debtor acknowledges himself indebted to the children in a schedule annexed in the sums opposite their respective names, and that, being desirous of paying all equally, he has agreed to convey his property upon trusts for sale for that purpose. 1018. The property is conveyed or assigned, according to its nature, in the same manner as property of the same kind is conveyed or 1000. A bond to secure payments of the consideration money, when payable by installments, may be properly adopted in many cases. 1001. The form of notice of dissolution under a power to dissolve after a given notice is simple. (See n. 1037.) If the retiring partner is to be indemnified from debts of the concern, he should prepare a deed of indemnity, and by a clause in the notice require that the continuing partner should execute the same when it is tendered to him, the retiring partner himself expressing his willingness to execute all such assignments as are in conformity with the original partnership deed. The notice should be dated and addressed to the party by his usual name and address. 1002. Notice of expulsion for breach of covenant. (See n. 1040.) 1003. Notice of intention to purchase a share in the partnership on the dissolution thereof, under a power reserved for that purpose, may be given in terms of the power. (See n. 1041.) 1004. A general notice of dissolution should be published in the Gazette, and local papers, and by special circular, to every person with whom the firm has done business, and the style of the new firm, if any should be set out. (See n. 1038.) DEEDS of COMPOSITION. 1005. The true state of the business affairs should be first ascertained, and an accountant employed to ascertain it if necessary. 1006. No favor must be shown to particular creditors, except by consent of the other creditors, on pain of making the composition void both in law and equity. 1007. If creditors agree to execute a deed of composition, semble that they are bound, even at law, to the terms of the composition therein set forth, as per agreement, though they do not actually execute the deed. Also it has been held that a mere verbal assent is sufficient, and will estop a creditor from sueing on his original cause of action, and assent to a deed of this kind may be implied as well as expressed. Boothby v. Sowden, 3 Camp., N. P. C., 175. 1008. An agreement to compound under hand only is binding in equity, but it is nudum pactum in law to agree in that form to accept a less sum in satisfaction of a greater, and therefore is not binding; and even the acceptance of payments will make no difference, without there be some new consideration or the payment is guaranteed by a third person. But, if the instrument be under seal, it is binding, at law as well as in equity; and therefore, though it is advisable at a meeting of creditors to obtain their signatures to a memorandum containing the terms of the composition, and thus bind them in equity, an instrument in due form and under seal should be immediately prepared, and it is important to notice that a composition not made by deed under seal will not discharge a speciality debt. 1009. The agreement may be in two forms: (1.) Where time is to be given, or a sum less than the full amount is to be accepted in discharge of the debts, or the payment is to be secured by sureties. (2.) Where the whole property is to be vested in trusteco, for he benefit of creditors, then the whole terms of the trust deed should be set out in the agreement. 1010. Under bankrupt laws assurances of this kind are acts of bankruptcy if a petition of adjudication is filed within three calendar months after the execution of the deed. 2 Vict., c. 12, England. 1011. Composition deeds are of various kinds; as, where extended time is given; where a surety for the debtor is a concurring party; or where creditors agree to accept a less amount than their debts. 1012. The amount of each creditor's claim should be in the deed, or in a schedule annexed. Signature to a schedule in which the amount is left blank will bind the creditor as to all existing debts then owing him, though the deed expressly refers to those only which are in the annexed schedule. 1013. Where a debtor is to carry on the business under the direction of inspectors, the debtor is of the first part, the inspectors are of the second part, and the creditors the third part; and the manner of applying moneys received from the business is specially stated. 1014. Creditors of small amount, as, say $50, are generally paid in full. 1015. Power to extend letters of license to a period beyond that fixed in the deed, without further consent of the creditors, may be properly inserted in most cases. 1016. Where the property is assigned on trusts to sell, the parties are, 1. The debtor; 2. The trustees; 3. Two creditors; 4. All the other creditors. Two creditors are made parties of the third part, to enable them to covenant with the trustees for the due performance of the trusts; for, if such covenant were made by the whole body of creditors, every one of them would have to be made parties to any action against the trustees for breach of covenant, which would be highly inconvenient. 1017. The recital is usually confined to a statement of the agreement for composition, by which the debtor acknowledges himself indebted to the children in a schedule annexed in the sums opposite their respective names, and that, being desirous of paying all equally, he has agreed to convey his property upon trusts for sale for that purpose. 1018. The property is conveyed or assigned, according to its nature, in the same manner as property of the same kind is conveyed or assigned to trustees for any other purpose, with a power of attorney authorizing the trustees to sue and give releases, and do all other acts necessary to carry the trusts into effect, and a power of substitution is frequently useful. 1019. The trusts are to collect the credits; sell the property; and then, out of the moneys received, to pay first the expenses of the composition deed, and of collecting the debts; and, where there is real estate, any costs for perfecting the title, or enforcing specific performance of contracts with purchasers; to pay all debts, and then pay over the surplus to the debtor. 1020. The indemnity clause to purchasers is most important, and should never be omitted when the deed embraces real estate. When the receipts of the trustees are made a sufficient discharge to purchasers, they are exonerated from seeing to the application of the purchase money, and the trustees can thus make an effectual conveyance without the concurrence of the rest of the creditors, although their names and debts are scheduled, and the effect is to enable the trustees to get the full market value for the property. 1021. The declaration that the receipts of the trustees shall be conclusive is best worded by saying that "the receipts of the acting trustees for the time being shall be a sufficient discharge," &c., instead of naming them; for otherwise even trustees who have ceased to act, and released their estate, must concur. But this declaration will not affect incumbrances prior to the deed of composition, without the incumbrancers themselves are made parties to the conveyance, and semble that such declaration is unnecessary in Canada since the 12 Vic., c. 71, s. 6, which expressly makes such receipts effectual discharges. 1022. Power to compound debts is also useful, and to refer disputes to arbitration. 1023. Moneys collected are usually paid into a banker's; and the trustees covenant to do this, and to give an account of the trust estate to the creditors. 1024. The covenants by the creditors are to grant a letter of license to the debtor to follow his own affairs; that any creditor suing him shall forfeit his debt; and to indemnify the trustees from all damages or liabilities which they may incur in the execution of the trusts. 1025. Provisoes are that creditors who do not execute within a certain time shall be excluded; but a discretion is reserved to the trustees to admit them afterward, and also to allow claims accidentally omitted in the schedule, but so as in neither case to disturb any dividend previously made. Equity will hold that the assent of a creditor within the time limited, and his intention to act under the deed, will be sufficient, though he has not executed it; and even at law this has been so ruled, (Bradley v. Gregory, 2 Camp., N. P. C., 283,) but not if assent has been obtained through any misrepresentation. 1026. Proviso to submit disputes to arbitration is usual, and will be found in the precedents. 1027. Proviso that fraud or concealment on the part of the debtor shall vitiate letter of license should always be inserted. 1028. Power to change trustees should also be taken. FORMS. 1029. ARTICLES of COPARTNERSHIP. THIS INDENTURE, made the A. B., of of , , day of in the county of , in the county of and of the one part, and C. D., of and provof the other part, witnesseth :(1.) THAT they, the said A. B. and C. D., will become and re ince aforesaid, , , , , for the term of main copartners in the business of years from the date of these presents, if both of them shall so long live. (2.) THAT if, nevertheless, at the end of seven years from the date of these presents, either of the said partners shall be desirous that the said copartnership shall determine, and of such his desire shall give not less than six calendar months' previous notice in writing to the other of them, or shall leave such notice at the place where the said business shall for the time being be carried on, in such case, upon the end of the said seven years, the said copartnership shall determine. (3.) THAT the firm and style of the said copartnership shall be (state the style agreed upon.) on at (4.) THAT the business of the said copartnership shall be carried or at such other place or places as the said copartners shall hereafter determine. , (5.) THAT both of them, the said A. B. and C. D., will, at all times, diligently employ themselves in the business of the said copartnership, and carry on the same for the greatest advantage. (6.) THAT neither of them will, either directly or indirectly, engage in any business except the business of the said copartnership, and upon account thereof. (7.) THAT neither of them shall take any apprentice, or hire or dismiss any clerk, traveller, workman, or servant without the consent of the other. (8.) THAT the capital of the said copartnership shall consist |