number of shares mentioned opposite their respective signatures in PREC. XIII. the Schedule hereto. C. D. trus tees and their 3. The said A. B. and C. D. shall be trustees of the syndicate A. B. and with power to make calls on the subscribers from time to time on their respective shares and to receive all moneys paid thereon and powers. to conduct the affairs of the syndicate in such manner as they shall think fit subject as hereinafter provided. sum on his 4. As the consideration for his assignment of the said contract A. B. to be the said A. B. shall be credited on the books of the syndicate with credited with a sum of £ — in satisfaction of calls to the like amount in the shares as conaggregate on the shares subscribed for by him hereunder sideration of equally between them. shares shall assigning contract. First call. 5. Subject to the last clause and as soon as have been subscribed for the subscribers shall pay to the said A. B. and C. D. the sum of £- — on each share subscribed for by them respectively by way of call thereon. A. B. to assign as soon as shares sub scribed. pany autho 6. The said A. B. shall at his own expense as soon as shares shall have been subscribed for and all payments made under the last clause execute and do all such assurances and things as shall be necessary to vest the said contract or his interest thereunder in himself and the said C. D. as such trustees aforesaid. 7. At any time after the said shares shall have been Sale to persubscribed for the trustees may sell the said contract and the sons or combenefit thereof or after having acquired the said patent may sell rized with the same in its entirety or for any district or districts to any power for private person or persons or to any firm or joint stock company form latter. with limited liability and may form or promote the formation of any such company and agree to accept as the consideration for any such sale a sum in cash or fully paid-up shares or debentures of the said company or other valuable consideration as they shall think fit subject to any resolution in general meeting which may be passed by the syndicate as hereinafter provided (b). trustees to with contract 8. No dealing with the said contract or the patent otherwise No dealings than by way of sale as aforesaid shall take place unless the same shall have been authorized by resolution as aforesaid. or patents other than by sale except with consent Convening of of meeting. 9. Three days' notice at least of any meeting shall be given to the other subscribers by the persons convening the same who must be any five at least of the subscribers generally including or excluding the trustees or either of them and all meetings shall be meetings. held within a radius of miles from &c. 10. Each share shall confer one vote which may be given by Votes. proxy in writing and a bare majority of the votes given at any such meeting shall be sufficient to pass or veto the resolution. 11. This agreement shall become void if shall not be subscribed for at or before the next. V. shares aforesaid Agreement day of (b) As to vendors being also promoters of a company, see New Sombrero Co. Erlanger, L. R. 3 App. Cas. 1218; and British Seamless Paper Box Co., L. R. 17 Ch. D. 467; and also Buckley, pp. 362, 510, 519; and Palmer's void if shares not subscribed by certain date. M. H PREC. XIII. Notices how served. 12. Any notice intended to be served by the trustees on any subscriber may be served on him personally or &c. [Use Sp. Cl. 51, post, p. 242.] IN WITNESS, &c. (c). THE SCHEDULE. Signatures and Addresses of Subscribers. Number of Shares Subscribed. (c) The agreement should be under seal, in order to import a consideration. ration. XIV. DEED OF PARTNERSHIP for WORKING a PATENT. day of day of 18 THIS INDENTURE made the 1. The business of the partnership shall be that of including the using working and vending the said invention and granting licences in respect thereof and shall be carried on at No. Street aforesaid. 2. The partnership shall commence from the date hereof and shall continue during the term granted by the letters patent (i any) to be obtained in respect of the said invention and any extension thereof and during the subsistence of any other paten or like rights which may become subject hereto. 3. The firm shall be styled "A. B. & Co." 4. The partnership may be determined as from the end of th fifth year herefrom or any subsequent year by either of the partners subject to the service by him on the other partner of no less than six calendar months' previous notice in writing for tha purpose. (a) C. D. will be estopped, if he executes the deed, from disputing this See post, p. 111. (b) The inventory should bear a ten shilling stamp. (Stamp Act, 1870 "Schedule, Inventory, &c.") H 2 PREC. XIV. A. B. at own expense to obtain home patent in joint names and at expense of partnership obtain foreign &c. patents. A. B. to receive as after provided a sum of patent. C. D. to pay 5. The said A. B. shall with all due speed and at his own expense procure the said letters patent to be granted in the joint names of himself and the said C. D. and at his own expense apply for and obtain in his own name in trust for the firm patents or like instruments for the colonies and foreign countries mentioned in the Schedule hereto all of which countries are members of the International Union (c). 6. The said A. B. shall be entitled to receive as hereinafter provided the sum of £1,000 as a consideration for one moiety of the said letters patent and of all other patent or like rights to be obtained in respect of the said invention at home or abroad. 7. The said C. D. shall immediately after the said letters patent for one moiety shall be obtained as aforesaid pay to the said A. B. the sum of £- — part of the said sum of £1,000 but the remainder thereof After sealing shall not except as provided by Clause 17 be payable by the said C. D. personally and except as provided by Clause 18 shall be charged on the share of the said C. D. in the capital and profits of the partnership subject to his monthly drawings under Clause 11 and shall from the time of dissolution of the partnership as to any part thereof remaining unpaid bear interest at the rate of 5 cent. per annum. A. B. part of said sum but balance pay able out of C. D.'s share in business. Capital. per 8. The capital of the partnership shall be or be considered to be contributed equally by and between the partners and shall subject to Clause 18 consist of the said letters patent and colonial and foreign patents and of all improvements or additions to the said. invention and discoveries useful for the manufacture of made by either partner during the partnership and of the said implements and effects and also of a sum of £- cash which shall be contributed as follows namely £ - by the said A. B. (he being in addition thereto credited with the sum of £ the value of the said implements and effects) and £by the said C. D. who shall not before the said letters patent shall be obtained and sealed be obliged to contribute any part thereof (d). as (c) The letters patent might, of course, also be taken out in the name of A. B. only. In that case, unless the articles provide otherwise, the letters. patent will become assets of the firm, so that on a dissolution each partner would have a right to work them. (Kenny's Patent Buttonholing v. Somerville and Lutwyche (1878), 37 L. T. N. S. 878, per Bacon, V.-C.) It was also held in that case that the right existed, notwithstanding the registered owner had assigned the patent to a person having notice of the partnership. In Axmann v. Lund (1874) (L. R. 18 Eq. 330), it was held that where the plaintiff and defendants had worked in partnership a patent which was the property of the defendants, the plaintiff was not debarred from disputing the validity of the patent. See Muntz v. Grenfell, 2 Cooper, 61, n. As to the International Union, and what countries are comprised in it, see ante, pp. 36, 37. (d) The cash to be furnished by A. B., added to the sum representing the value of the implements and effects, is, of course, to be equal to the amount of cash to be furnished by C. D. As the partnership might become dissolved, under Clause 18, before sealing, C. D. would by that clause be probably unable to recover the full amount of his contribution, as part of it at least might go in the expenses of the partnership. As the patents are to be partnership assets, there seems no reason to provide that licences shall only be granted by the partners jointly. 9. The bankers of the partnership shall be &c. PREC. XIV. Bankers. 10. All outgoings of the business including the annual sum of £- payable quarterly to the said A. B. by the partnership Outgoings, by way of rent for the said premises (and which sum shall be rent &c. deemed to cover all rates taxes and assessments whatsoever but not the insurance of the said premises) shall be payable out of the capital and profits thereof or in case of deficiency then by the partners equally. 11. After the expiration of six calendar months from the time Monthly when the said letters patent shall have been obtained the said drawings. partners shall be entitled to draw out from the funds of the partnership sums for their separate use respectively at the end of every ensuing calendar month namely as to the said A. B. the sum of £ and as to the said C. D. until satisfaction of the said sum of £- — (e) the sum of £- only and after satisfaction thereof the sum of £- (f) subject to the liability at the end of each current year for each partner to refund to the partnership any excess of his drawings for that year over and above his moiety of the net profits for that period. 12. All bonds bills notes or other securities given accepted or All securities. indorsed on account of the partnership shall be executed accepted given by firm signed or indorsed by both parties in their respective names and to be signed not in the name of the firm unless the use of such name thereto partners. respectively shall be plainly necessary for the benefit of the partnership and all such securities except as aforesaid not so executed signed or indorsed shall be deemed to have been given only on the account of the partner who alone executed signed or indorsed the same and not of the firm (g). or work done on credit 13. Each partner shall guarantee to the firm the prices due for No goods sold goods sold or work undertaken or done by him or his direction on behalf of the firm on credit to or for the benefit of any person or against persons contrary to the wishes of the other partner as expressed by wishes of him in writing and shall on the annual account day next after the other partner. times when the said goods were sold or work undertaken or done respectively account for the prices thereof accordingly. not to exceed value unless with consent a certain 14. Any goods ordered or bought by either partner without the Goods bought written consent thereto of the other partner exceeding the value of £ shall at the option of such other partner be either treated as goods of the firm or as the separate property of the partner who ordered or bought them and be paid for accordingly. 15. Proper and full accounts and valuation shall be taken and made on the last day of each current year of the partnership of the moneys debts liabilities property and effects of the firm and (e) The balance of the £1,000. (f) The same as A. B. (9) A member of an ordinary trading partnership can bind the firm by drawing, accepting, or indorsing bills of exchange, or by making or indorsing promissory notes in its name. See Lindley, p. 266, and cases there cited. A partner, however, has no power to bind his co-partners by deed, unless by way of release of a demand. (Ibid. 278.) of both partners or part ner buying liable for same. Yearly accounts and valuation. |