PARTNERSHIP 19 ARTICLE OF COPARTNERSHIP Article of agreement, made the . . . day of. . . between A. B., of . . . witnesseth as follows: ., A. D. and C. D., of The said parties above named have agreed, and by these presents do agree, to become copartners under and by the name or firm of A. B. & Co., in the business [describe business]; the said copartnership to commence on the . . . day of . . . . ., A. D. 19 and to continue.. And to that end and purpose the said parties contribute to the capital of the firm as follows: [insert contributions of both parties to firm property], to be used and employed in common between them, for the support and management of the said business to their mutual benefit and advantage. And it is agreed by and between the parties to these presents, that at all times during the continuance of their copartnership, they and each of them will give their attendance, and do their and each of their best endeavors, and to the utmost of their skill and power exert themselves, for their joint interest, profit, benefit, and advantage, and truly employ, buy, sell, and merchandise with their joint stock, and the increase thereof, in the business aforesaid. And also, that they shall and will at all times during the said copartnership, bear, pay, and discharge equally between them, all rents and other expenses that may be required, for the support and management of the said business; and that all gains, profit, and increase that shall come, grow, or arise from or by means of their business, shall be divided between them as follows: [insert manner of division of profits]; and all loss that shall happen to their said joint business by ill commodities, bad debts, or otherwise, shall be borne and paid between them as follows: [insert manner of sharing losses]. [Here may be inserted agreements as to the management of the business, method of accounting, continuance or dissolution of partnership, arbitration of disputes, or any other proper clauses or covenants desired.] In witness whereof, the parties hereto have hereunto interchangeably set their hands and seals the day and year first above written. Signed, sealed, and de-) A. B. [L. S.] livered in the pres ence of 19 ARTICLE OF COPARTNERSHIP FOR MERCANTILE BUSINESS Article of agreement, made the . . . day of . . in the . A. D. of and C. D., witnesseth as follows: and The said parties above named have agreed to become copartners in the business of . . . . . ., and by these presents do agree to be copartners together under and the name or firm of B., D. & Co., in the buying, selling, and vending all sorts of goods, wares, and merchandise to the said business belonging, and to occupy the . . building known and designated as. . of . . . ., and the lot of land upon which said building is situated, their copartnership to commence on the . . . day of . . ., A. D. 19 to continue. . . years; and to that end and purpose the said A. B. has contributed the sum of . . . . . . dollars, in cash, and the said C. D. has contributed the sum of . . . . . . dollars, in cash, and the said E. F. has contributed the lease of the said building to be occupied by them, and the stock of goods and good-will of the business there heretofore carried on by him, which are together estimated and valued by the parties at the sum of . . . . . . dollars, the capital stock so formed to be used and employed in common between them, for the support and management of the said business, to and for their mutual benefit and advantage. And it is agreed by and between the parties to these presents that, at all times during the continuance of their copartnership, they and each of them will give their attendance, and do their and each of their best endeavors, and to the utmost of their skill and power exert themselves, for their joint interest, profit, benefit, and advantage, and truly employ, buy, sell, and merchandise with their joint stock, and the increase thereof, in the business aforesaid. And also, that they shall and will, at all times during the said copartnership, bear, pay, and discharge equally between them all rents and other expenses that may be required for the support and management of the said business; and that all gains, profit, and increase that shall come, grow, or arise from or by means of their said business, shall be divided between them, and all loss that shall happen to their said joint business by ill commodities, bad debts, or otherwise, shall be borne and paid between them. And it is agreed, by and between the said parties, that there shall be had and kept at all times during the continuance of their copartnership, perfect, just, and true books of account, wherein each of the said copartners shall enter and set down, as well all money by them or any of them received, paid, laid out, and expended in and about the said business, as also all goods, wares, commodities, and merchandise, by them or either of them, bought or sold by reason or on account of the said business, and all matters and things whatsoever to the said business and the management thereof in anywise belonging; which said books shall be used in common between the said copartners so that any of them may have access thereto, without any interruption or hindrance of the other or others. And also, the said copartners, once in every year, or other period agreed on, or oftener if necessary, shall make, yield, and render, each to the others, a true, just, and perfect inventory and account of all profits and increase by them, or any of them, made, and of all losses by them, or any of them, sustained; and also, all payments, receipts, disbursements, and all other things by them made, received, disbursed, acted, done, or suffered in this said copartnership and business; and the same account being so made, shall and will clear, adjust, pay, and deliver, each to the others, at the time, his just share of the profits so made as aforesaid. And the said parties hereby mutually covenant and agree, to and with each other, that during the continuance of the said copartnership, neither of them shall nor will indorse any note, or otherwise become surety for any person or persons whomsoever, without the consent of the others of the said copartners. And at the end or other sooner termination of their copartnership, the said copartners each to the others, shall and will make a true, just, and final account of all things relating to their said business, and in all things truly adjust the same; and all and every the stock and stocks, as well as the gains and increase thereof, which shall appear to be remaining, either in money, goods, wares, fixtures, debts, or otherwise, shall be divided between them. In witness whereof, the parties hereto have hereunto interchangeably set their hands and seals, the day and year first above written. In the presence of A. B. [L. S.] E. F. [L. S.] CLAUSES FOR PARTNERSHIP AGREEMENTS The expressed opinion of the majority of the partners shall bind the whole of them. That, in all matters respecting the general transactions of the partnership and the management of the business, the expressed wish and opinion of the majority of the parties to this agreement shall govern and be binding on the whole of the said parties. Partner not to trust any one whom a copartner shall forbid. And that neither of the said parties shall sell on credit any goods or merchandise belonging to the said joint trade, to any person or persons, after notice in writing from the other of the said parties that such person or persons are not to be credited or trusted. Partner not to become surety or to indorse bills without consent of copartner. And that neither of the said parties shall, during this copartnership, without the consent of the other, enter into any deed, covenant, bond, or judgment, or become bound as bail or surety, or give any note, or accept or indorse any bill of exchange, for himself and partner, with or for any person whatsoever, without the consent of the other first had and obtained. Partner not to assign his interest. And it is agreed by and between the said parties that neither of them shall, without the consent of the other obtained in writing, sell or assign his share or interest in the said joint trade to any person or persons whatsoever. Partner not to release any debt without consent of copartner. And that neither of the said parties shall, without the consent of the other, release or compound any debt or demand, due or coming to them on account of their said copartnership, except for so much as shall actually be received, and brought into the stock or cash account of the said partnership. Partners to draw quarterly. That it shall be lawful for each of them to take out of the cash of the joint stock the sum of . . . . . . dollars, quarterly, to his own use, the same to be charged on account, and neither of them shall take any further sum for his own separate use, without the consent of the other in writing; and any such further sum, taken with such consent, shall draw interest at the rate of. .... per cent., and shall be payable together with the interest due, within. days after notice in writing given by the other of the said parties. Accounting. That there shall be a settlement of all partnership accounts at least once in each year, at which time the same shall be adjusted, and all balances converted into bills payable or receivable, which bills shall be negotiable and payable at ., in . . . days from their date, and bear ing interest. Arbitration. That at any time hereafter, and before the accounts between said parties concerning said partnership shall be finally settled and closed, any difference or dispute that shall arise between them, or any of them, concerning the true construction of these presents, or any covenants or thing herein contained, or any accounts to be stated or settled in pursuance hereof, or any fact, matter, or thing relating to said partnership or the concerns thereof, shall be submitted and referred to the determination and award of three arbitrators chosen, two of which shall be chosen by the parties in difference, which two shall select a third, and the decision and award of two of them, in writing, shall be final, binding, and conclusive. Agreement to buy or sell interest in partnership. That upon the dissolution of said partnership any partner may, in writing, make an offer to the other partners to buy their, or sell his own, entire interests in said partnership effects, at a certain specified price. That thereupon and within. . . days thereafter said parties shall signify by writing, to said party proposing, their acceptance or rejection of his offer; and failing so to do within that time said party proposing may, within... days, buy or sell at his own option and according to his said proposal. |