Deed of Dissolution of Partnership
This dissolution of partnership is made on this ……… day of ……… between AB of, etc., of the first part, CD of, etc. (hereinafter called “the Surety”), of the second part, and EF of, etc., of the third part. Whereas it has been agreed between the parties hereto of the first and third parts that the partnership subsisting between them in the business of, etc., carried on by them at, etc., in the firm name of, etc., under the provisions of a partnership deed dated, etc., and made, etc., shall be dissolved by mutual consent as from the date hereof: and whereas prior to the execution thereof the said EF has delivered to the said AB the whole of the partnership stock, effects and credits: Now this deed witnesses as follows:
1. It is hereby recorded that the said partnership stood dissolved by mutual consent as from the day of ……… and the said business shall henceforth belong to exclusively and be carried on by the said AB as its sole proprietor.
2. In consideration of the sum of Rs. ……… now paid (or agreed to be paid, hereafter) by the said AB and the surety to the said EF, the said EF, as beneficial owner, hereby assigns to the said AB, all his share and other right, title and interest in the said dissolved partnership, the goodwill, fixtures, fittings, book and other debts, benefits of contracts, and all effects thereof to have and to hold the same unto and to the use of the said AB absolutely and forever.
3. The said AB and the surety hereby jointly and severally agree with the said EF that they, or one of them, will pay or cause to be paid to the said EF the said sum of Rs. ……… by instalments and the date following, namely (state amounts and dates), and shall further pay on all instalments in arrear interest at the rate of ……… per cent per annum from the date appointed for payment until actual payment thereof.
4. The said AB shall alone have full right, liberty and authority to collect all the assets of the said late partnership with power to appropriate the same for his use and benefit and to ask, demand, sue for, recover and receive, and to sign and give full and effectual receipts and discharges for all the debts, estate and effects of, or due or owing or in anywise belonging to the said partnership, and to settle all accounts, reckonings, matters and things whatsoever relative to the said business with all and every or any person or persons whosoever, and to compound for or release all or any of the debts or claims belonging thereto, and to institute any actions or other proceedings for compelling payment or delivery thereof.
5. The said AB shall alone remain solely and exclusively liable for the debts and liabilities of the said late partnership and also all future rent of the partnership business premises to be paid and discharged by him who shall further indemnify and keep indemnified the said EF therefrom and from all actions, proceedings, costs, claims and demands in respect thereof.
6. Each of the parties hereto shall respectively sign, execute and do all such further documents, deeds, acts and things as the other party may reasonably require for completely effectuating this agreement, and each party shall pay his own costs in connection therewith.
7. All moneys payable by instalments at a future date under this agreement shall become payable immediately in the event of any act of insolvency being hereafter committed or suffered by the said AB.
8. The said EF shall not, for the period of ……… years from the date hereof, carry on or be engaged or concerned in, either by himself or as partner with any person or persons, or as employee or director of any company, any business of, etc., within five miles of such business premises, but this clause shall cease to be of effect if three (or, etc.) of the before-mentioned instalments shall at any time be in arrear and unpaid.
9. For every breach of cl. 8 hereof, the said EF shall pay to the said AB the sum of Rs. ……… as ascertained and liquidated damages.
In witness whereof the parties hereto have executed these presents on the day, month and year first above-written.
Signed, sealed and delivered by
AB, CD and EF respectively in
the presence of: