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executors or administrators, should be at liberty to take the part and share Vol. III. Ch. IV. of the said (retiring party) of and in the dwelling house and premises where the said joint trade might then be carried on, and also the stock in trade, debts, and effects of the said copartnership, at such sum as the same should be estimated and valued at by two indifferent persons to be chosen as therein mentioned; and which said sum it was agreed should be paid by instalments in the manner following, (that is to say) one third part thereof, with interest upon the whole of the said sum, after the rate of £5 per cent. per annum, at the end of calendar months next after the expiration of the said copartnership, one third part thereof, with interest after the rate aforesaid upon the remaining two-third parts of the said sum, at the end of calendar months then next thereafter, and the remaining third part thereof with interest after the rate aforesaid, at the end of - calendar months

then next thereafter: And for the better securing the payment of the said sums, and indemnifying the said (retiring party) from the debts of the said copartnership, it was thereby declared, that the said (continuing party) should, within the space of days from the expiration of the said copartnership, become bounden to the said (retiring party), in one or more bond or bonds, with double penalty, and with sufficient sureties if required, conditioned for the payment of the said instalments at the times and in the manner aforesaid, and also for protecting the said (retiring party), his heirs, executors, and administrators, from all debts which at the time of the expiration of the said copartnership should be owing by the said parties on account of the said joint trade, and that upon the execution of such bond or bonds the said (retiring party), [his heirs], executors, or administrators, would at the request and costs of the said (continuing party) convey and assure all the part, share, and interest whatsoever of him the said (retiring party), of and in the messuages or tenements, stock in trade, debts and effects of the said copartnership, unto the said (continuing party), [his executors, administrators, or appointees] in such manner as the said (continuing partner) should direct: And whereas the said parties have carried on the said trade Expiration of in copartnership until the day of —, when the same hath expired by effluxion of time (or as the case may be): And whereas upon a general account Valuation made. and valuation made and taken of all and every the messuages or tenements, stock in trade and effects of the said copartnership, the same have been found to amount to the sum of £: And whereas the said (continuing Recital of Bond party), in pursuance and performance on his part of the said in part recited given. indenture, hath by his bond or obligation in writing, bearing even date with

these presents, become bound unto the said (retiring party) in the penal sum of £- for the payment of the said sum of £

at the times and in

the Term.

the manner herein-before mentioned in that behalf, and also for protecting the said (retiring party) from the debts of the said copartnership: And Of Assignment whereas by indenture, already prepared and engrossed, bearing or intended of Premises by to bear even date herewith, and made or intended to be made between the Indenture of even Date. same persons as are parties hereto, the said (retiring party) in pursuance and in part performance of the said in part recited indenture, on the part of him the said (retiring party) hath assigned over, or immediately upon the execution hereof will assign over, unto the said (continuing party), the said messuage or tenement and premises at, where the said business hath been carried on, and in further performance of the said indentures hath Agreement for agreed to assign to the said (continuing party), the stock in trade and other Assignment of the effects of the said copartnership in the manner herein-after mentioned: Now this indenture witnesseth, that in pursuance of the said last-mentioned agreement, and in consideration of the said sum of £so secured to be paid by the said (continuing party) to the said (retiring party) as hereinbefore is expressed, [and also of the further sum of 5s. to him in hand well and truly paid by the said (continuing party), at or before the sealing

Stock in Trade.

Witness that in Consideration of the Sum secured to be paid to the

retiring Party,

the retiring
Party assigns his
Share of Stock
in Trade, &c.;

Vol. III. Ch. IV. and delivery of these presents, the receipt whereof is hereby acknow ledged,] he the said (retiring party) [hath granted, bargained, sold, as signed, transferred, and set over, by these presents,] and doth grant, bargain, sell, assign, transfer, and set over unto the said (continuing party), all that one (or as the case may be) full and undivided part, share, or propor tion of him the said (retiring party) of and in all and singular the stock in trade, wares, merchandizes, debts, goods, chattels, and effects whatsoever, due, owing, or belonging to the said joint trade and copartnership, or to them the said (retiring party) and (continuing party) in respect thereof, (except only the said messuage or tenement and premises herein-before mentioned to be assigned by indenture of even date herewith), and all the estate, right, title, interest, property, claim, and demand whatsoever of him the said (retiring party), in, to, or concerning the same, and also all and every the books of accounts, papers, writings, documents, and evidences whatsoever belonging or in anywise relating to the said joint trade, or the concerns thereof, to have, hold, receive, perceive, take, and enjoy the said

to hold to the continuing Party one absolutely.

Letter of At

torney to receive the Debts, &c.

—undivided part, share, and proportion of and in the said stock in trade, debts and effects, and all and singular other the premises hereby assigned or mentioned, or intended so to be, unto the said (continuing party), his executors, administrators, and assigns, absolutely as and for his and their own proper goods, chattels, and effects for ever: And in order the better to enable the said (continuing party), his [or (continuing partners), their] executors, administrators, and assigns, to receive and get in the said copartnership estate, debts, and effects, he the said (retiring party) [hath made, ordained, constituted, and appointed, and by these presents] doth make, ordain, constitute, and appoint the said (continuing party), his [or (continuing partners), their] executors, administrators, and assigns, his true and lawful attorney and attornies irrevocable, and doth give and grant unto him and them, and each and every of them] full power and authority, at his and their own costs and charges, in the name of himself [or names of themselves] solely and alone, or jointly with the name of him the said (retiring party), or otherwise as the said (continuing party), his executors, administrators, or assigns, shall be advised or think proper, to ask, demand, sue for, recover, possess, and enjoy, to and for the only proper use and benefit of him the said (continuing party), his [or them the said (continuing partners), and their] executors, administrators, or assigns, all and singular and every or any part of the estate, effects and premises herein-before assigned or expressed or intended so to be, and to give receipts and other sufficient discharges from time to time for the same; and for that purpose the said (retiring party) doth hereby give, delegate, and grant unto him the said (continuing party,) [or them the said (continuing parties)] full and sufficient power and authority to state and settle all accounts and reckonings, and other matters and things relative to the said joint trade, with all and every or any person or persons whomsoever, and to compound for or release all or any of the debts or demands of or belonging to the same, and to sign the certificates of any bankrupt debtors thereof, and otherwise to act in the premises in all things as he or they shall think proper; and one or more attorney or attorneys under him or them for the purposes aforesaid, or any of them, from time to time, to make, depute, and appoint at pleasure, and generally to use, take, and prosecute any and every lawful or equitable method or expedient whatsoever, for the recovering and receiving the said copartnership estate, debts, and effects to and for his and their own use and benefit, in as full, ample, and beneficial a manner to all intents and purposes as they the said (continuing and retiring parties), or either of them, might or could do, or have done, in case the said copartnership were now or then in being, and these presents had not been made or executed : And tiring Party that the said (retiring party) for himself, his heirs, executors, and administrators,

Covenant by re

leased the as

signed Premises;

or incumber the

same.

doth hereby covenant, promise, and agree with and to the said (continuing Vol. III. Ch. IV. party,) his [or (continuing parties), their] executors, administrators, and assigns in the manner following, (that is to say) that he the said (retiring he has not reparty) hath not at any time heretofore sold, assigned, released, or otherwise disposed of, or in any manner charged or incumbered the said copartnership estate, debts, or effects, or any part thereof, or the share, estate, or interest of him the said (retiring party) therein, otherwise than as he hath expressly made known and accounted for unto the said (continuing party), before the execution of these presents, nor incurred nor contracted any private debt or debts in the joint names, firm, or stile of the said copartnership, or in any other manner made the said joint trade liable to the payment of any sum or sums of money whatsoever, otherwise than in the usual course of trade, and with and by the privity of the said (continuing party), [or (continuing parties) or the major part of them], nor done or knowingly suffered or occasioned any other act or thing whatsoever, whereby or by means whereof the present joint stock of the said copartnership, or the monies, goods, debts, or effects belonging to the same, can or may at any time hereafter be seized, attached, extended, taken in execution, incumbered, or prejudicially affected in any manner whatsoever: And further that he the said (retiring party), his nor will release executors or administrators, or any of them, shall not nor will, at any time or times hereafter, without the special licence and consent of him the said (continuing party), his executors, administrators, or assigns, in writing, first had and obtained for that purpose, receive, release, acquit, or discharge any of the debts, monies, or effects, due, owing, or belonging to the said copartnership, or to them the said parties hereto or either of them in respect thereof, nor release any action or suits which shall be instituted or commenced for or on account of the same, or any of them, or any part thereof, nor do or cause to be done, nor be party, privy, or consenting to any act, deed, matter, or thing whatsoever, whereby or by means whereof the said (continuing party), [or (continuing parties), or any or either of them], his executors, administrators, or assigns, shall or may be prevented or hindered from receiving or recovering the same: And further, that he the said (retiring party), And that he will his executors and administrators, shall and will from time to time, and at all execute further times hereafter, at the request, costs, and charges in the law of the said (con- Assurances. tinuing party) [or continuing parties), or any or either of them], his executors, administrators, or assigns, make, do, and execute, or cause or procure to be made, done, and executed, all and every such further and other lawful and reasonable acts, deeds, assignments, conveyances, assurances, matters, and things whatsoever, for the further, better, and more absolutely or satisfactorily assigning and assuring the premises hereby assigned, or expressed or intended so to be, or any part thereof, unto the said (continuing party), his executors, administrators, and assigns, and also for the better enabling him

and them to recover, receive, possess, and enjoy the same: And shall and And permit his will from time to time, and at all times hereafter, permit and suffer the Name to be used. name of him the said (retiring party), his executors or administrators, to be made use of with the name of him the said (continuing party), [or them the said (continuing parties), their or] his executors, administrators, or assigns, in all or any actions, suits, or other proceedings whatsoever, which shall or may be commenced or prosecuted for recovering or receiving the same, in such manner and form as by him the said (continuing party) [or them the said (continuing parties), their or] his executors, administrators, or assigns, or his or their counsel in the law, being of the degree of a barrister, shall be reasonably required: And moreover, that he the said (retiring party) shall not nor will, at any time or times hereafter, within or during the space of years, to be computed from the day of the date of these presents, either for or on his own account, or for or on account of any other person or persons whomsoever, either directly

Retiring Party

will not solicit Custom, nor set

up same Trade.

Covenant by continuing Party to pay Copartnership Debts;

Vol. III. Ch. IV. or indirectly serve, or solicit to serve, supply, or provide any person or persons whomsoever, who now is or are, or within the period of three calendar months next before the date hereof was or were, or has or have been, a customer or customers of the said parties hereto, with any articles, merchandize, goods, or commodities whatsoever, which they the said parties now do or hitherto have been used or accustomed to sell or deal in as copartners aforesaid; nor shall nor will set up, carry on, or exercise, either by himself or in his own name, or by or in the name of any other person or persons, the said trade or business of, or any branch thereof, within the distance of — miles from aforesaid (1): And in consideration of the premises, the said (continuing party), for himself, his heirs, executors, and administrators, doth hereby covenant, promise, and agree with and to the said (retiring party), his executors and administrators, in the manner following; (that is to say), that he the said (continuing party), his executors, administrators, and assigns, shall and will well and truly pay and satisfy, or cause to be paid and satisfied, all and every the debt and debts, sum and sums of money, dues, claims, and lawful demands whatsoever, which now is or are, or which at any time hereafter shall or may be or become due or owing by or from the said copartnership estate, or the stock and effects thereof, or by or from the said parties hereto, or either of them, on account of the same; and shall and will, from time to time, and at all times hereafter, well and effectually save, defend, keep harmless and indemnified the said (retiring party), his executors, administrators, and assigns [or the said (retiring parties), their executors, administrators, and assigns], and his, their, and every of their lands, tenements, goods, chattels, and effects, of and from the same debts, dues, sum and sums of money, claims and demands, and every of them, and all and all manner of actions, suits, and other proceedings, and all costs, charges, damages, and expences for or in respect thereof, or for or by reason of the said (continuing party), his executors or administrators or assigns [or (continuing parties), or any or either of their executors, administrators, or assigns], making use of the name of the said (retiring partner), his executors or administrators, as plaintiff or plaintiffs in any suit, action, or proceeding, or by reason of his or their being made defendant or defendants in any action, suit, or proceeding, for or in respect of the debts or demands of or upon the said copartnership, or otherwise in relation thereto. In witness, &c.

and indemnify retiring Partner.

Proviso in a

Deed of Dissolution, in case of Debts sup

posed to be good proving to be bad.

any

Provided always, and it is hereby expressly agreed and declared between and by the parties hereto, and it is the true intent and meaning of them, and of these presents, that in case any loss shall happen on any of the said debts, which in the said stated account are mentioned and stated as good debts, either by the non-payment thereof, or of any part thereof, or by expences to be incurred in or about recovering and getting in the same debts, or on any other account whatsoever, then and in every such case the loss or losses which shall so happen to or on the said debts so stated to be good debts, or any of them (except such loss or losses as shall happen by or through the wilful neglect or default of the said A., his executors or administrators), shall be borne and sustained equally by and between the said parties hereto, and their respective executors or administrators, and as often as such losses shall happen, except as aforesaid.

(1) In an indenture of copartnership, containing a proviso that if any party should be desirous of quitting the partnership trade, he might do so by giving six months' notice; under this proviso it was held, that though a

partner might quit the partnership, yet that he could not set up elsewhere a trade of the same nature as that carried on by the partnership. See Cooper v. Watlington, 2d Chitty's Rep

451.

CHAP. V.

Contracts of Manufacture, Sale, &c. (1)

Vol. III. Ch. V.

Articles of agreement, indented, made, and fully concluded, this day of between A. (builder) of the one part, and B. of the other part. Whereas the said B. is desirous of erecting a warehouse, still-house, Contract under and three tenements, or Seal for building on a piece of ground situate at : a Warehouse, And whereas the said A. hath proposed to the said B. to execute and comStill-house, and plete the said erections and buildings, and all and things incident Houses. thereto, in the manner herein-after more particularly mentioned, according Rentals. to a specification annexed to these presents, and the several plans, elevations, sections, and drawings therein referred to, which plans, elevations, sections, and drawings, with the explanations therein, have been inspected and are fully understood by the said A., and the same are signed by

of

architect, and by the said A.; and the said B. is willing to contract with the said A. for the performance of the said works, at or for the price or sum of --, to be paid as herein-after mentioned: And whereas the several drawings referred to by the specification annexed to these presents are seven in number; (that is to say), No. 1. the basement story, No. 2. the ground story, No. 3. the one-pair story, No. 4. the two-pair story, No. 5. the east elevation, No. 6. the south elevation, and No. 7. the west elevation: Now these presents witness, that the said A. doth hereby, for Covenants to himself, his heirs, executors, and administrators, covenant and agree with build. and to the said B., his executors, administrators, and assigns; and the said B. doth hereby, for himself, his heirs, executors, and administrators, cove. nant and agree with the said A., his executors and administrators, in manner following; (that is to say), that the said A. shall and will, with the best materials of every kind, and in a good, substantial, and workmanlike manner, erect, build, and finish the erections and buildings proposed to be erected and built as aforesaid, on the piece of ground herein-before mentioned, and for that purpose shall perform and execute all the matters and things mentioned in the specification hereunto annexed, and the plans, elevations, sections, drawings, and particulars therein mentioned or referred to, and that to the satisfaction and under the inspection and direction of the surveyor appointed or to be appointed by the said B. to superintend the same; and that the said A. shall and will, at his own costs and charges, find and provide all the timber, lime, bricks, stone, and other materials of every kind, and all labourers, workmen, cartage, scaffolding, tools, tackle, rails, templets, and moulds, and other things whatsoever, which shall or may be requisite or necessary to be used, employed, or applied in or about the works hereby covenanted and agreed to be done, and all matters and things incident thereto: And that in case any unsound materials, or any materials Improper Mawhich the surveyor shall think improper, shall at any time be brought to or terials to be used in the said intended works, or any part thereof, it shall and may be removed. lawful to and for the said surveyor to require the said A., at the expence of the said A., to remove such materials off the said ground, and to proceed in the said works with sound and proper materials, according to the specifica

tion and to the satisfaction of the said surveyor: And in case any part of the Improper Work said works shall be executed in a manner which the said surveyor shall not to be undone. deem proper, it shall be lawful for him to require the said A. forthwith to demoliso such part or parts of the said works as shall be so objected to, and

(1) As to contracts of manufacture in general, see ante, 3d vol. 270, &c.

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