Deed of partnership between two Orthopaedic Surgeons for a term determinable on the death of either by Gupta

Ch. 52] PARTNERSHIP?FORMS 1023
55
Deed of partnership between two Orthopaedic Surgeons for
a term determinable on the death of either?with usual
covenants and conditions
THIS INDENTURE made the………….. day of…………20……..BETWEEN A.B. of
etc. of the ONE PART, and C.D. of etc.  of the OTHER PART.
WHEREAS the said A.B. has for many years carried on business as an
Orthopaedic surgeon at…………in the…………  and has agreed with the said C.D.
to admit him into partnership on consideration of the payment of the sum of
Rs………… and upon the conditions hereinafter mentioned.
NOW  THIS INDENTURE WITNESSETH that in pursuance of the said agreement
and in consideration of the sum of Rs…………upon the execution hereof paid to
the said A.B. by the said C.D. (the receipt whereof the said A.B. doth hereby
acknowledge) each of them the said A.B. and C.D. (so far as the stipulations and
provisions hereinafter contained are to be performed or observed by him his
executors or administrators), doth hereby for himself his heirs executors and
administrators, covenant with the other his executors and administrators, that
they the said A.B. and C.D. will become partners for the purposes and period
and subject to the stipulations and provisions hereinafter expressed and
contained, that is to say 😕
1.   The business of the partnership shall be the business profession or practice
of Orthopaedic surgeons, and shall be carried on at the present surgery of the
said A.B. at…………as aforesaid, or at such other place or places as the partners
shall agree upon.
2. The partnership shall commence as from the………… day of………. 20….,
and shall continue for the term of seven years from that date, if both partners
shall so long live.
3. The partnership shall be carried on under the name of……………………
4. The capital of the partnership shall consist of the present fixtures stock
of surgical instruments drugs bottles and other things now being in or belonging
to the said surgery of the said A.B. and of the stock of surgical instruments drugs
bottles and other things now being in or belonging to the present surgery of the
said C.D. and of the sum of Rs…………, brought into the business by him, and
of such further fixtures surgical instruments drugs bottles and other things as
shall from time to time be required for effectually carrying on the said business,
and the same when so required shall be purchased out of the partnership funds
and if they shall be insufficient, by the partners in equal shares and the whole
of such capital shall belong to the partners in equal shares and the partners shall
share the profits and bear the losses in equal proportion.
5.  The bankers of the partnership shall be the………… Bank…………  at………….
aforesaid, or such other bank as the partners shall mutually agree upon, and
all monies belonging or payable to the partnership shall be paid into the said
bank to the credit of the partnership account there.
Ch. 52] PARTNERSHIP?FORMS 10231024 CONVEYANCING, DRAFTING & DEEDS [Ch. 52
6.  No rent shall be paid to the said A.B. for the use by the partners of his present
surgery, but the rent of any other surgery or place where the business of the
partnership shall for the time being be carried on, and all taxes rates assess-
ments and outgoings in respect thereof, and in respect of the present surgery,
and the salaries wages and maintenance of all assistants, apprentices and
servants who shall be employed in or about, and all expenses which shall be
incurred in or about, and all debts and monies which shall be payable on account
of, and all losses and damages which shall be incurred in relation to the business
of the partnership, shall be paid and borne by and out of the capital and profits
of the partnership, and in case the same shall be deficient, then by the partners
in equal shares.
7. Each partner may, in every week during the partnership, draw out for his
own separate use the sum of Rs…………, but if at the end of any halfyear it shall
appear, upon taking the half-yearly general account hereinafter directed, that
his share in the net profits of such half-year shall not have amounted to the sum
of Rs…………, then within………….  days after such half-yearly general account
shall have been taken and signed, he shall refund the sum by which the amount
which he shall have drawn out exceeds his share in the net profits, but without
interest.
8. The said C.D. shall, during the partnership, reside at the house of the said
A.B. adjoining the said surgery, as tenant from month to month, at the net monthly
rent of Rs………… payable, on the…………day of every month.
9. Both partners shall at all time during the partnership diligently and faithfully
employ themselves in and about the business of the partnership, and carry on
and conduct the same for the greatest advantage of the partnership, but the said
C.D. shall exclusively and regularly attend to the dispensing department of the
business, and shall attend all patients who may require attendance between the
hours of…………in the evening and…………in the morning, except such of the
patients usually attended by the said A.B. as he shall think proper to attend.
10. Each partner may, at his own separate risk, and without fee or reward,
give professional advice and assistance and supply medicines to any member
of his family in the degree of relationship of father mother child grandchild brother
or sister, or their respective wives or husbands, but in case any emolument shall
arise therefrom, the same shall be for the benefit of the partnership.
11. Except where any particular patient or family shall expressly require the
attendance of the said C.D., the said A.B. shall have the choice of attending such
of the patients consulting the firm as he shall think proper, and where either
partner shall attend any patient or family, the other partner shall not in any manner
interfere with him in such attendance, or, except in this absence or in the case
provided for by the clause 10 herein, attend such patient or family, but
nevertheless all professional business by either partner shall be carried on for
the benefit of the partnership.
12. Each Partner shall, during the partnership, provide for himself all such
means of conveyances as shall be necessary to enable him effectually to attendCh. 52] PARTNERSHIP?FORMS 1025
to the business of the partnership, and shall maintain and keep the same at his
own expense.
13. Each partner shall be just and faithful to the other partner and to the
partnership in all transactions relating to the business thereof, and in particular
will make proper and faithful entries in the books of the partnership of all
attendance upon, and medicine supplied to, the patients by him, and will render
to the other partner a just and faithful account of all such transactions when the
same shall be reasonably required.
14. Neither partner shall, without the consent in writing of the other partner,
employ any of the monies or effects of the partnership, or engage the result
thereof, except in the regular course of the business and for the benefit of the
partnership.
15. Neither partner shall during the partnership, without such consent as
aforesaid, engage in any other trade profession or business or in any speculation.
16. Neither patner shall, without such consent as aforesaid, assign his share
or part with his interest in the partnership.
17. Neither partner shall take any assistant apprentice or articled pupil, or
hire or dismiss any assistant or servant engaged in the business of the
partnership without the consent of the other partner, and the fees or other
payments received from any apprentice or articled pupil shall be for the benefit
of the partnership.
18. Neither partner shall accept any professional office, payable either by
means of fees salary or otherwise, without the consent of the other partner, and
the emoluments of every such office shall be held by the partner accepting the
same for the benefit of the partnership.
19. Neither partner shall, without the previous consent in writing of the other
partner, enter into any bond, or become bail, surety or security with or for any
person, or subscribe any policy of insurance.
20. Neither partner shall do or willingly suffer anything whereby or by means
whereof the stock in trade capital or property of the partnership may be seized
attached extended or taken in execution.
21. Each partner shall punctually pay and discharge the debts now due or
hereafter during the partnership, to become due from him, and shall at all times
keep indemnified the other partner his executors and administrators, and the
stock-in-trade capital and property of the partnership, against his present and
future private and separate debts and engagements, and against all actions suits
and expenses on account thereof.
22. Proper books of account shall be kept by the partners, and full and correct
entries made therein of all attendances upon and medicine supplied to the
patients of the partnership, and of all such other matters transactions and things
as are usually written and entered in books of account kept by persons engaged
in the business of orthopaedic surgeons and he shall be posted and kept by or
under the personal superintendence of the said C.D. and shall be kept at the
G : CDD (Vol. 6) ? 651026 CONVEYANCING, DRAFTING & DEEDS [Ch. 52
surgery or place of business for the time being of the partnership, and shall be
open at all times to the inspection and-
examination of each partner, and each
partner shall be at liberty to take copies of or extracts from such books at
pleasure.
23. On the………… day of…………  and the………… day of………… 20…..  and on
the same days in every succeeding years, or within seven days after each of
such days, a full and general account in writing shall be made and taken by the
partners of all the monies stock-in-trade debts and effects belonging or due to
the partnership, and of all debts and monies due by the partnership, and of all
such other matters and things as are usually comprehended in general accounts
of the like nature taken by persons engaged in the profession or business of
orthopaedic surgeons and a just valuation shall be made of all the particular
included in each such half-yearly general account which require or are capable
of valuation, and each such account and valuation shall be copied in duplicate,
and each copy shall be signed by both partners within one calender month after
the account shall have been taken, and each partner shall take one of the said
copies when so signed into his custody, and shall be bound thereby, except that,
if and whenever any manifest error shall be found therein within six calendar
months after being so signed, and shall be signified by either partner to the other,
such error shall be rectified.
24. The Partners shall be entitled to the net profits of the business in the
proportions following, that is to say, during the first two years of the partnership
the said A.B. shall be entitled to two equal third shares, and the said C.D. to one
equal third share, and afterwards the partners shall be entitled to the said net
profits in equal shares, and the share of each partner shall be carried to his credit
in the books of the partnership immediately after every such general half-yearly
account shall have been taken and signed, and may be drawn out at pleasure.
25. If either partner shall at any time during the partnership, go and remain
out of the place of partnership for……………………  consecutive calendar months
without the consent of the other partner, or shall do any act whereby he may
be deprived of the privilege of practising as an orthopaedic surgeon, the other
partner may, by notice in writing delivered or sent by post to the partner so
offending, or left for him at his usual place of abode in………….., or at the surgery
of the partnership, determine the partnership, and immediately upon such notice
being delivered sent or left, the partnership shall determine.
26. If A.D., the father of the said C.D., shall during the partnership practise
either as an orthopaedic surgeon within……….. miles of……..  sum of Rs……..
as and by way of liquidated damages, and the said A.B. shall have the same
power of determining the partnership as by the last preceding article is given
to either partner in case of the other offending as mentioned in that article.
27. If the partnership shall be determined under either of the two last
preceding articles, the partner determining the partnership shall have the option
of taking and paying for the share of the offending partner, or of the said C.D.,
as the case may be, in the same manner as is hereinafter provided in the case
of the death of either partner, if such option be signified in the notice determiningCh. 52] PARTNERSHIP?FORMS 1027
the partnership, and if such option shall not be so signified, the partnership affairs
shall be wound up in the same manner as if the partnership had expired by
effluxion to time.
28. If the partnership shall be determined under either of the said two
preceding articles, the offending partner, or the said C.D., as the case may be,
shall not, during the remainder of the said term of seven years, practise as an
orthopaedic surgeon within………….. miles of………….. aforesaid, or attend any
person by whom the partnership or the other partner shall have been or shall
thereafter be employed, and if and whenever there shall be a breach of this
present article, the partner committing such breach shall immediately upon
every such breach pay to the other partner the sum of Rs………….. as and by
way of liquidated damages.
29. If either partner shall be desirous of retiring from the partnership before
the end of the said term of seven years, and of such desire shall deliver send
or leave in manner aforesaid a notice in writing to or for the other partner, then
at the end of the current year of the partnership happening next after the
expiration of six calendar months from the time of such notice being delivered
sent or left, the partnership shall determine, and the other partner shall have
the option of taking and paying for the share of the retiring partner in the same
manner as is hereinafter provided in the case of the death of either partner, if
he shall signify such option in writing before the end of such year, and if he shall
not signify such option within the period aforesaid, the partnership affairs shall
be wound up in the same manner as if the partnership had determined by
effluxion of time.
30. If the partnership shall be determined under the last preceding article,
the retiring partner shall not during the………….. following years, directly or
indirectly, either as principal or assistant or otherwise, practise as an orthopaedic
surgeon within………….. miles of………….. aforesaid.
31. If the partnership shall be determined under any of the preceding clauses,
either partner shall be at liberty to advertise a notice of such dissolution in
the………….., and if necessary, to sign the name of the other partner to such
advertisement or notice of dissolution.
32. If either partner shall die during the said term of seven years, the surviving
partner shall have the option of taking and paying for the share of the deceased
partner at a valuation to be made under the provision for arbitration hereinafter
contained, provided that such option is signified in writing to the executors or
administrators of the deceased partner within six calendar months after his
death; and if he shall not exercise such option within the period last aforesaid,
the partnership affairs shall be wound up in the same manner as if the partnership
had determined by effluxion of time.
33. Within three calendar months after the determination of the partnership
by effluxion of time, a full and general account in writing shall be taken by the
partners, of all the monies stock in trade debts and effects then belonging or
due to the partnership, and of all monies and debts due by, and of all the liabilities1028 CONVEYANCING, DRAFTING & DEEDS [Ch. 52
of the partnership and a just valuation shall be made of all the particulars included
in such account which require and are capable of valuation, and immediately
after such last-mentioned account shall have been so taken and settled, the
partners shall forthwith make due provision for the payment of all monies and
debts then due by the partnership, and for meeting all the liabilities thereof, and
subject thereto, all the monies stock-in-trade debts and effects then belonging
or due to the partnership, shall be divided between the partners in equal shares,
and such instruments in writing shall be executed by them respectively for
facilitating the getting in of the outstanding debts and effects of the partnership,
and for indemnifying each other touching the premises, and for vesting the sole
right and property in the said respective shares in the said monies stock-in-trade
property and effects in the partner to whom the same respectively shall upon
such division belong, and for releasing to each other all claims on account of
the partnership as are usual in cases of the like nature.
34. Whenever any dispute, question, difference or controversy shall arise
between the parties hereto or their respective executors or administrators
touching these presents, or any clause matter or thing herein contained, or the
construction hereof, or any matter in any way connected with these presents,
or the operation hereof, or the rights duties or liabilities of either party in
connection with the premises, or whenever any valuation shall be required, the
matter in difference or valuation shall be referred to an arbitrator to be named
by the Dean of the Faculty for the time being of the College of…………..  or failing
such nomination for fourteen days after an application by either party, to two
arbitrators or their umpire, pursuant to and so as with regard to the mode and
consequence to the reference in either case, and in all other respects to conform
to the provisions in that behalf contained in the Arbitration Act, 1940 or any then
subsisting statutory modification thereof.
IN WITNESS WHEREOF , etc.
[Signatures of both the parties]
56
Deed of partnership between two owners of tea gardens and
tea merchants and a sleeping partner, who is allowed to
become an acting partner or acquiring a sufficient
knowledge of the business?provisions for the
expulsion of a partner on breach of covenant or
insolvency etc., and for representatives
succeeding to share of deceased partner
THIS INDENTURE made the…………..  day of…………..20……. BETWEEN A.B.
of etc.  owner of tea-garden and tea-merchant of the FIRST PART, C.D. of etc.
owner of tea-garden and tea-marchant, of the SECOND PART, and E.F. of etc.
(sleeping partner), of the THIRD PART.Ch. 52] PARTNERSHIP?FORMS 1029
WHEREAS the said A.B. and C.D. have, since the………….. day of………….. 20…
carried on business in the plantation, production and marketing of tea as in
the…………..  in partnership, and, as such partners, have taken and are entitled
to the several tea-gardens lying within and under divers lands at…………..
aforesaid, and to the rights easements and privileges connected therewith,
granted or agreed to be granted by the several indentures of lease and
memorandum of agreement specified in the schedule hereto, and therein
respectively particularly mentioned, for the several terms of years, at the several
rents, and under and subject to the several covenants by the lessees and
conditions in the same indentures and memorandum respectively mentioned
reserved and contained, or agreed to be reserved and contained ; and have also
taken and are entitled to a roapway and to the rights easements and privileges
connected therewith, granted by an indenture of lease dated…………..day
of………….. 20….., and expressed to be made between X and Y. of the One Part,
and the said A.B. and C.D. of the Other Part, for the term, at the rents and under
and subject to the covenants by the lessees and conditions in the same indenture
mentioned reserved and contained;  and have also purchased and are entitled
to certain messuage lands and hereditaments situate at………….  aforesaid, and
comprised in an indenture dated the…………..  day of………….. 20…..  and ex-
pressed to be made between R.G.  of the first part, E.D. of the second part, and
the said A.B. and C.D. of the third part, (the purchase deed), subject to a mortgage
for the sum of Rs………….., with interest at Rs………….. per cent per annum made
by the said A.B. and C.D. to R.G. by an indenture dated the………….. day
of………….. 20….. and expressed to be made between the said A.B. and C.D. of
the One Part, and the said R.G.  of the Other Part.
AND WHEREAS the said A.B. and C.D. have erected constructed and
purchased divers equipments, machinery, buildings, implements, utensils,
vehicles, wagons, carriages and other things for working the said tea-plantation/
processing and selling and disposing of the tea to be produced therefrom, and
generally for carrying on the business of the said partnership, and have
expended therein and in the purchase of the said premises comprised in the said
indenture of the………….. day of…………..20….. (the purchase deed) the sum of
Rs………… or thereabouts, including the said sum of Rs……….. borrowed from
the said R.G. upon mortgage as aforesaid.
AND WHEREAS the said E.F. is possessed of a sum of Rs……….  subject to
the right of his mother G.F. to receive the annual income thereof during her life.
AND WHEREAS the said A.B., C.D. and E.F. have agreed, with the approbation
of the said G.F., that the said E.F. shall enter into partnership with the said A.B.
and C.D. in their said business as from the………………..  day of……….  last, and
that the said E.F. shall bring the aforesaid sum of Rs………. into the partnership,
as his share of the capital thereof, and that such partnership shall be for the
period, and under and subject to the stipulations and provision hereinafter
expressed and contained, and that the sum of Rs………. in lieu of interest at
Rs………. per cent per annum on said G.F . during her life, and shall be secured
by an indenture intended to bear even date with these presents, by the joint and1030 CONVEYANCING, DRAFTING & DEEDS [Ch. 52
several covenants of the said A.B., C.D. and E.F ., and subject to the charge on
the property of the partnership, but shall be paid, as between the said A.B., C.D.
and E.F., out of the share of the said E.F. in the profits of the said business.
NOW THIS INDENTURE WITNESSETH that, in pursuance of the said agree-
ment, and in consideration of the premises, each of them the said A.B., C.D. and
E.F. (so far as the stipulations and provisions hereinafter contained are to be
performed and observed by him his executors and administrators and assigns),
doth hereby for himself his heirs executors and administrators covenant with the
others of them their executors and administrators, and, as separate covenants;
with each of the others of them his executors and administrators, that they the
said A.B., C.D. and E.F. and their respective executors administrators and
assigns, will become and remain partners for the purpose and period, and under
and subject to the stipulations and provisions hereinafter expressed  and
contained, that is to say 😕
1. The business of the partnership shall be plantation, production boring
searching for and processing of tea on the said messuage and land comprised
in the said indenture of the……………….. day of……………….. 20….. (the purchase
deed), and the said tea-gardens and other lands so taken on lease by the said
A.B. and C.D. as aforesaid, and all other tea-gardens if any, which may hereafter
be purchased or taken on lease by the partners, and selling and disposing of
the produce when gotten, and buying and selling such other tea-garden
machinery, implements and other articles as are usually or may be beneficially
bought sold and dealt with by persons engaged in the business of tea-plantation
and tea processing ; and the business of the partnership shall be carried on upon
the premises at……….. aforesaid or elsewhere, as the said A.B. and C.D. shall
determine.
2. The partnership shall be deemed to have commenced on the……….  day
of……………  20….. and shall continue for the term of……….  years therefrom.
3. The partnership shall be carried on under the firm name of  ?……………….. ?.
4.  The capital of the partnership shall consist of the said premises comprised
in the said indenture of the……….  day of……….20…… (the purchase deed), and
the said tea gardens, lands, and other tea-garden machinery, buildings, roap-
ways, implements, utensils, vehicles, wagons, carriages and other things so
made, erected, constructed and purchased by the said A.B. and C.D. as
aforesaid, and all produces of tea since the said day of……….  20…… (the day
of the commencement of the partnership), and of the said sum of Rs……….  to
be brought in by the said E.F. as aforesaid, and the whole of such capital shall
be employed in the business of the partnership, and shall be considered as
personal estate, and shall belong to the partners in the shares following, that
is to say, three equal eighth shares to the said A.B., three other equal eighth
shares to the said C.D., and the remaining two equal eighth shares to the said
E.F.
5. The said A.B. and C.D., their heirs executors and administrators respec-
tively, shall stand seized and possessed of the said messuage lands andCh. 52] PARTNERSHIP?FORMS 1031
hereditaments comprised in the said indenture of the……….  day of……….20….
(the purchase deed), subject to the aforesaid mortgage thereof, and to the said
sum of Rs……….  and interest thereby secured, and of the said tea-gardens,
hereditaments and premises, comprised in the several indentures of lease and
memorandum of agreement hereinbefore mentioned or referred to, for the
benefit and purposes of the partnership, and shall, at the cost of the partnership
estate, work get sell and dispose of all the produce of tea on the said messuage
lands and hereditaments comprised in the said indenture of the…….  day of……….
20…..  (the purchase deed), for the benefit and purposes of the partnership, and
shall, upon the expiration of the partnership, sell and dispose of the said premises
or such of them as the said A.B. and C.D. shall then have any interest in, for the
benefit of the partners for the time being, and in such manner as they shall
determine. PROVIDED nevertheless that neither this present declaration of trust,
nor anything herein contained, shall operate to give the said E.F. his executors
administrators or assigns, any estate right or interest in any of the said premises
demised by the said indentures of lease respectively, or comprised in the said
memorandum of agreement, further or otherwise than to have the said produces
of tea worked gotten sold and disposed of, and the said roapway used and
employed, for the purposes and benefit of the partnership during the continuance
thereof, and to have the said premises disposed of at the expiration of the
partnership, as is hereinbefore provided.
6. If and whenever all the partners shall think any further advance of capital
necessary, they shall bring in and contribute the same, in the proportions in which
they are entitled to the original capital as aforesaid.
7. Any partner, may, with the consent of the other partners or partner, but
not otherwise, bring into the partnership business any sums of money over and
above his share of the capital for the time being, and in case of any money being
so brought in, the same shall be entered in the books of the partnership as a
debt due therefrom to the partner bringing in the same, and shall be a charge
upon the partnership estate, and carry interest at the rate of Rs……….  per cent
per annum, payable by yearly payments, the first to be made at the expiration
of one year from the date of the advance, and the party lending any such money
shall not be at liberty to draw out the same until after three calendar months?
previous notice in writing by him to the other partners or partner requesting
payment thereof, and shall be bound to take back the same on receiving the like
notice from the other partners or partner requesting him so to do, and in case
of any such notice by either party, interest on such money shall cease from the
expiration of such notice.
8.  The bankers of the partnership shall be the……….  Branch of the……….  Bank
at………. or such other bank as the said A.B. and C.D. shall agree upon, and all
monies notes bills and securities belonging to the partnership, except such
monies as are required for current expenses, shall be paid into the said bank.
9. The principal of the said mortgage debt of Rs………., and the rents taxes
and outgoings payable for or in respect of the said tea-gardens and the said
roapway, or in respect of the tea-plantation, processing, and offices where there1032 CONVEYANCING, DRAFTING & DEEDS [Ch. 52
the business of the partnership shall for the time being be carried on, and the
salaries and wages of all clerks servants workmen and labourers employed in
the said business, and all travelling exepenses of and incident to the said
business, and all outlay charges and expenses either for original constructions
or purchases or repairs of machinery equipments, tools, buildings, wagons,
vehicles and other carriages, implements and utensils, and the lying down and
constructing tramroads and roapways and in the due and proper working of the
said tea-gardens or otherwise for the purposes of the partnership, and any other
necessary and incidental expenses which shall be incurred in the business of
the partnership, and all debts to become due on account of the partnership and
all losses which may happen in the said business, and interest on all moneys,
if any, which may hereafter be borrowed by the partnership, shall be paid out
of the profits and capital of the partnership, and in case the same shall be
deficient, then by the partners or their respective executors or administrators,
in the proportions in which they are to be entitled to the capital of the partnership
as aforesaid.
10. The conduct and management of the business of the partnership shall
be under the direction and control (subject to the provisions of these presents)
of the said A.B. and C.D. exclusively, and the said E.F. shall not be required to
give any time or attention to the business, and shall not be at liberty (except as
hereinafter provided) to interfere in the management or conduct thereof, so long
as the same is conducted in accordance with the provisions of these presents,
or to sign or use the name of the partnership, or act in the name or on behalf
of the partnership, for any purpose, but the said E.F. may at all times see inspect
and examine all the books accounts papers surveys plans works sales and
transactions of the partnership, and shall be afforded every reasonable facility
and opportunity for making himself acquainted with the management and details
of the said business, and after he shall have so acquainted himself to the
satisfaction of the said A.B. and C.D., he shall be at liberty, subject to the control
and directions of the said A.B. and C.D., to take part in the conduct of the
business.
11. Each of them the said A.B. and C.D. shall devote his whole time and
attention to the management and conduct of the business of the partnership,
and shall not be engaged in or concerned in any other business or trade, and
shall be entitled to receive out of the profits of the business, by way of salary
and remuneration the annual sum of Rs……….  to be drawn out by equal monthly
payments to be made on the……….  day of every month; and if the said E.F . shall
at any time, after having acquainted himself with the management and details
of the business to the satisfaction of the said A.B. and C.D. aforesaid, give his
time and attention or any part of his time and attention thereto, he shall, so long
as he shall give such time and attention, receive out of the profits of the business
a salary or remuneration of such amount, and to commence from and to continue
for such time, as all the partners shall consider reasonable, or as, in case of
dispute, shall be determined by arbitration in manner hereinafter provided.
12. Each partner shall be just and faithful to the other partners or partner inCh. 52] PARTNERSHIP?FORMS 1033
all transactions relating to the partnership, and give to them or him a true account
of the same as often as the same shall be reasonably required, and particularly
each of them the said A.B. and C.D. shall at all times fully communicate to the
said E.F. (whether required or not) such information respecting the business of
the partnership as shall enable him to form a correct opinion of the actual
condition thereof.
13. All cheque bills and other writings engaging the credit of the partnership
shall be signed by he said A.B. and C.D. or one of them, and not by the said E.F.
14. No partner shall, without the previous consent in writing or the other
partners or partner, employ any of the money or effects of the partnership or
engage the credit thereof, except upon the account of the business of the
partnership ; and the said E.F. shall not, without the previous consent in writing
of the said A.B. and C.D., employ any of the money or effects of the partnership,
or engage the credit thereof for any purpose.
15. Neither of them the said A.B. and C.D. shall lend any money, of deliver
upon credit any tea or other goods belonging to the partnership, to any person
whom the other shall by notice in writing have previously forbidden him to trust,
and if either of them shall act to the contrary, he shall pay to the account of the
partnership any loss which the partnership may sustain in consequence thereof.
16. Neither of them the said A.B. and C.D. shall buy, or engage in any contract
respecting, any articles (except tea) exceeding the value of Rs………. without the
consent of the other, and also of the said E.F .
17. No clerk servant or other person shall be engaged by either of them the
said A.B. and C.D. in or about the business of the partnership, or dismissed
therefrom, without the consent of the other, and no clerk servant or other person
shall be engaged or dismissed by the said E.F.
18. No partner shall, without the previous consent in writing of the other
partners or partner, enter into any bond, as bail surety or security, or subscribe
any policy of assurance, or do or suffer anything whereby the capital stock or
effects of the partnership or the share and interest therein of any such partner
may be taken in execution for his private debts or debt.
19. Each partner shall punctually discharge the debts now owing or
hereinafter to be due from him, and indemnify the other partners and partner
their and his heirs executors and administrators, and the stock property and
effects of the partnership, against all his private debts and engagements and
all action suits damages and expenses on account thereof.
20. Proper books of account shall be provided and kept at the expense of
the partnership, and all transactions relating to the partnership business shall
be duly entered therein,

and such books and the said several indentures and
memorandum of agreement hereinbefore mentioned or referred to and all deeds
invoices surveys plans measurements letters writing and documents which shall
from time to time belong to the partnership, shall be kept at the principal office
for the time being of the partnership, and each partner shall have free access
to examine and copy out, or take extracts from the same or any of them.1034 CONVEYANCING, DRAFTING & DEEDS [Ch. 52
21. On, or as soon as conveniently may be after, the……….  day of……….  20….
and every succeeding year during the partnership, a general account in writing
shall be made of all such business as shall have been transacted by the
partenrship during the year preceding such………. day of………., and of all the
payments outgoings and receipts of the partnership during such year, and of
the stock plant produces of tea monies property and effects of the partnership
on that day, and of the debts then owing by and to the partnership, and of the
then liabilities of the partnership, and of all such other things as are usually
comprehended in annual accounts of the like nature, and a valuation shall be
made of all such of the same premises as may require and be capable of
valuation, and the net profits of the said business during the year then preceding
shall be ascertained and determined, and a fair copy of the said general account
shall be entered into a book, and be therein within two calendar months after
the approval of every such account, and each partner shall, if he requires the
same, have a copy of every such account signed by all the partners ; and after
such account shall be signed by all the partners as aforesaid, each of them shall
be bound thereby, unless some manifest error shall be found therein, and
signified by any of them to the others or other of them, within one year next after
such account shall be respectively signed as aforesaid, and in case of any such
error being so found and signified the same shall be rectified.
22. Immediately after the closing and signing of each such account the net
profits of the partnership up to such……….  day of……….  shall be divided and taken
as follows, that is to say, three equal eighth parts thereof by the said A.B., three
equal eighth parts thereof by the said C.D., and the remaining two equal eighth
parts thereof by the said E.F. ; PROVIDED NEVERTHELESS that during the life
of the said C.D. the interest of the aforesaid sum of Rs……….  at the rate aforesaid
brought in by the said E.F. shall be deducted from the said share of the said E.F.
in the said net profits.
23. Any partner, who shall be desirous of selling his share and interest in the
business shall be at liberty to do so, and shall in such case first offer such share
and interest to the other partners or partner for the time being, at price to be
stated by the selling partner, or, in case of difference, to be settled by arbitration
in the manner hereinafter mentioned, and if the other partners or partner shall
not within one calendar month accept such offer, then the selling partner shall
be at liberty to sell his share and interest to any other person or persons at the
same or a higher price, but shall not sell the same to any other person at a less
price, unless and until it shall have been offered to the other partners or partner
for the time being at such less price and such last-mentioned offer shall not have
been accepted within one calendar month: PROVIDED nevertheless, that the said
E.F. shall not be at liberty during the life of the said G.F. to sell or dispose of his
share and interest in the business to the other or partners or partner or any other
person without the consent in writing of the said G.F.
24. Whenever any partner for the time being shall at any time, without the
consent of the other partners or partner, apply to his own private use partnership
property to the amount of Rs………. or shall permit any property of the partnershipCh. 52] PARTNERSHIP?FORMS 1035
to be seized or detained for his separate debt, or shall make any wilful breach
of any covenant stipulation or provision herein contained, or whenever any
partner shall compound with his creditors, or become insolvent, it shall be lawful
for the other partners or partner for the time being to expel such offending partner
from the partnership, but such expelled partner or his assignees shall be at
liberty, at any time or times within six calendar months after such expulsion, to
sell his share and interest in the business in the manner and subject to the
stipulations hereinbefore contained as to the voluntary sale by any partner of
his share and interest in the business.
25. If any partner shall die during the partnership, then and in such case his
executors or administrators, or any person or persons to whom he may by will
bequeath the same, shall be entitled to the share of such deceased partner in
the capital stock property and effects of the partnership, and may either continue
a partner or partners in the business in respect and to the extent of the share
and interest of such deceased partner, or may sell the same share and interest
in the same manner and according to the same stipulations as are hereinbefore
contained concerning a sale or sales by any living partner of his share and
interest.
26. The respective purchasers from, or executors administrators or legatees
of the partners respectively shall have the same power and discretion, and be
subject to the same obligations and restrictions, as to the management and
conduct to the business and devoting their time and attention thereto and not
interfering therewith, as the several partners, to whose shares such purchasers
executors administrators or legatees shall respectively succeed, are hereby
invested with and made subject to, unless the other partners or partner for the
time being shall upon the introduction of such purchaser executors administra-
tors or legatees otherwise determine, but not more than one person in the place
of each one of the present partners shall be entitled at the same time to actively
interfere with or attend to the business of the partnership, or receive a salary
or remuneration for service or attention thereto, and no such salary or
remuneration shall exceed Rs……….  and every such salary and remuneration
shall be in proportion to the actual skill and knowledge of the business of the
person receiving the same and the value if any of his services and attention,
and, in case of dispute, shall be settled by arbitration under the provision
hereinafter contained.
27. Every person, who shall, in pursuance of the provisions in that behalf
hereinbefore contained, become entitled by purchase or as executor adminis-
trator or legatee to a share or shares in the partnership business, shall, before
he shall be entitled to any rights or profits as a partner, enter into and execute
all necessary deeds of covenant with the other partners or partner for the time
being, to perform and observe all the stipulations and provisions herein
contained which the partner to whose share he shall have become entitled was
subject to and liable to perform and observe by virtue of these presents, and
all expenses which any partner for the time being, or the property of the
partnership, may be put to in consequence of the sale transmission or bequest1036 CONVEYANCING, DRAFTING & DEEDS [Ch. 52
of any share in the business as aforesaid, shall be borne by the person who,
as purchaser executor administrator or legatee, shall become entitled thereto
as aforesaid.
28. Within six calendar months after expiration of the partnership, a full
account in writing shall be taken and settled of all the property stock monies
credits and effects belonging to and of all debts owing from, the partnership, and
of the liabilities thereof, and the partners for the time being shall forthwith pay
or make due provision for payment and satisfaction of the debts and liabilities
of the partnership, out of the property stock monies credits and effects thereof,
and the residue of such property stock monies credits and effects shall be divided
between the partners for the time being according to their respective shares and
interests therein, and such instruments in writing shall be executed by the
partners respectively for getting in the outstanding credits and effects, and for
indemnifying each other concerning the premises, and for vesting the whole
property in the said respective shares of the capital and effects in the partners
respectively to whom respectively the same shall upon such division belong, and
for releasing to each other all claims on account of the partnership, as are usual
in cases of the like nature, and a proper notice of the dissolution of the partnership
shall be signed by the partners and published in the……………….. and sent to the
customers of the partnership.
29. Whenever any doubt difference or dispute shall hereafter arise between
the partners, or any of them, their or any of their executors or administrators
touching these presents or the construction hereof, or any clause or thing herein
contained, or any account valuation or division of assets debts or liabilities to
be made as hereinbefore is mentioned, or any other thing in anywise relating
to or concerning the partnership business or the affairs thereof, or the rights
duties or liabilities of either party in connection therewith, the matter in difference
shall be referred to the two arbitrators or their umpire, pursuant to, and so as,
with regard to the mode and consequence of the reference, and in all other
respects, to conform to the provisions in that

behalf contained in the Arbitration
Act, 1940 or any then subsisting statutory modification thereof.
IN WITNESS WHEREOF , etc.
[Signatures of all parties]
57
Deed of partnership between persons carrying on business of
Mining Engineers and Contractors, with provisions for ap-
pointing a General Manager, and for making the decision of
the majority in value conclusive in the management?power
for partners to introduce sons, and to nominate
representatives to succeed them?power of earlier
determination in the event of loss of profit
THIS INDENTURE made the day of……….  20…… BETWEEN A.B. of etc. theCh. 52] PARTNERSHIP?FORMS 1037
FIRST PART, C.D. of etc. of the SECOND PART, E.F. of etc.  of the THIRD PART
(make each member of the firm a separate party) and X.Y. of etc.  (general
covenantee) of the FOURTH PART.
WHEREAS the said parties hereto (other than the said X.Y.) now carry on in
partnership together the business of……………… Mining Engineers and Con-
tractors and have agreed to carry on the said business in partnership for the
further period and upon the terms and subject to the stipulations and provisions
hereinafter expressed and contained.
AND WHEREAS the said partners are possessed of the property, works stock
and effects employed in the said business of the estimated value of Rs……….
and consisting of the cash debts securities for money fixed and locomotive and
other engines, trucks, wagons, conveyor machinery and lands held under leases
and otherwise goods and effects respectively specified or valued in the stock
account contained in the Books of Accounts belonging to the said partnership
and signed by the said partners.
NOW THIS INDENTURE WITNESSETH, that each of them the said A.B., C.D.
and E.F. (so far as the stipulations and provisions hereinafter expressed and
contained are to be performed and observed by him his heirs executors or
administrators), doth hereby for himself his heirs executors and administrators
covenant with the said X.Y., as trustee on behalf of the others of them, his
executors and administrators, and also, as a separate covenant, with each of
the others of them his executors and administrators, that they the said A.B., C.D.
and E.F. will be and continue partners and joint traders for the purposes and
period, and subject to the stipulations and provisions hereinafter expressed and
contained, that is to say 😕
1. The business of the partnership shall be the trades and business of
handling coal and iron and shall be carried on at or at such one other place or
places as the majority in value of the partners shall hereafter agree upon.
2. The partnership shall continue for the term of………. years from the……….
day of………. 20….. unless earlier determined in the manner provided hereinafter.
3. The partnership shall be carried on under the firm name of  ?The……………
Company?.
4. The capital of the partnership shall consist of the said properties, stock-
in-trade goods and effects specified or valued in the said stock account (which
are to be taken to be of the value of Rs……….), and of such other immovable
properties as may hereafter be purchased or taken on lease by the partners and
shall be considered as the property of and as brought into the partnership by,
the partners in the following shares, namely……….  share by the said A.B………..
shares by the said C.D., and……….  shares by the said E.F.
5. Whenever it shall be found requisite, according to the resolution of the
majority in value of the partners, to increase the capital for the time being, so
much additional capital as shall be fixed by such resolution shall be brought into
and contributed by the partners respectively in the shares and proportions in
which they shall for the time being be interested in the said partnership concern.1038 CONVEYANCING, DRAFTING & DEEDS [Ch. 52
6. If any partner shall, with the consent of the majority in value of the other
partners, advance any capital beyond his due proportion, he shall be allowed
and paid interest thereon out of the partnership concern at the rate of Rs……….
from the date of the advance, or at such other rate as he and the said majority
shall agree upon, and every sum so advanced in excess of capital, and the
interest thereon, shall be considered a debt due from the partnership, and shall
be paid accordingly by two equal half-yearly payments, and may at any time be
withdrawn from the said partnership funds by the partner advancing the same
on givnig twenty-eight days?  notice of his intention so to do, or such other notice
as he and the said majority shall agree upon.
7. The capital for the time being shall (subject) as hereinafter mentioned be
used and employed in the partnership business, and no part of such capital shall
be withdrawn or made use of for any other purpose by any partner, except by
special agreement in writing under the hands of the majority in value of the
partners for the time being.
8. The bankers of the partnership shall be………., or such other bank as the
majority in value of the partners shall from time to time agree upon, and all monies
or negotiable securities received for or on account of the partnership, except for
current expenses, shall be paid into the said bank, and on payment of any bills
notes drafts or cheques into any such bank such one or more of the partners
as the majority in value of the partners shall from time to time appoint for that
purpose may make and sign all such endorsements as are usual or may be
requisite or necessary in that behalf, and for all purposes of the partnership (but
for no other purpose) may draw or accept any bill draft note or cheque in the
name or on account of the firm.
9. All rents taxes rates assessments and other outgoings in respect of the
aforesaid partnership business and premises, and the salaries wages and
remuneration of all persons employed in or about the partnership business, and
all debts and other monies to become payable on account of the business, and
all losses which shall happen in or to the same, shall be borne and paid out of
the gains and profits of the partnership, if sufficient for that purpose, but if
insufficient, then out of the partnership capital and funds for the time being, or,
if the same shall be deficient, by the partners in the shares and proportions in
which they shall be respectively interested in the partnership business.
10.   The majority in value of the partners for the time being shall have the power
of nominating and removing a managing partner, who shall, subject to the control
of such majority, have the management and superintendence of the business
and affairs of the partnership, and the said A.B. shall be the first managing
partner; and in all matters relating to the conduct and carrying on or winding up
of the partnership, the decision of the majority of the partners for the time being
shall be binding and conclusive upon the other partners or partner, and in all
questions and differences which may arise between the partners concerning the
partnership, or the management regulation or dissolution thereof, the decision
of such majority shall be final, unless the other partners, or any or either of them,
shall be desirous of referring such questions and differences to arbitration,Ch. 52] PARTNERSHIP?FORMS 1039
according to the provision in that behalf hereinafter contained, and shall within
seven days after such decision shall have been pronounced, give notice in writing
of such desire.
11. The partners shall meet once at least in every month, at such place and
time as the majority in value of the partners for the time being may hereafter
from time to time by writing signed by such majority appoint, for the purpose of
mutual information and consultation relating to the affairs of the partnership.
12. Extraordinary meetings of the partners may be from time to time called
by the managing partner for the time being, either at his own instance or at the
request in writing of any two partners, and not less than seven days?  notice in
writing, stating the object of such extraordinary meeting, shall be given to each
of the other partners, or left at his usual or last known place of abode and any
three or more partners present shall constitute a meeting, and shall be
competent to transact any business fairly within the scope and meaning of the
notice summoning such extraordinary meeting, but not any other business.
13. No partner shall at any one time buy order or enter into any contract for
the purchase of any article or articles whatsover exceeding the value of Rs……….
without the previous consent in writing of the majority of the partners for the time
being, and whenever any partner shall at any one time without such previous
consent buy order or engage in any contract for the purchase of any article or
articles exceeding the value of Rs………., the other partners or partner shall have
the option, either of taking such article or articles for and on account of the
partnership, or of letting the same remain and be for the separate use of the
partner who shall have so bought ordered or contracted for the purchase of the
same, and he shall accordingly take and pay for the same out of his own monies.
14. No partner (whether entrusted with management or not) shall enter into
any prospective contract or engagement for any business of the partnership for
a longer period than twelve months, unless with the sanction of a majority in value
of the partners.
15,  The engagement and hiring of all miners and other workmen and persons
employed in and about the partnership business (except of clerks and accounts
having salaries exceeding Rs………… per annum), shall be in the sole discretion
of the partner or other person or persons having for the time being the
management of the business of the partnership, but no clerk or account having
a salary exceeding Rs………… per annum shall be taken hired or dismissed
without the consent of the majority in value of the partners.
16.  Each partner shall from time to time duly and punctually pay and discharge
all his private and separate debts engagements and liabilities and shall keep
indemnified the other partners and their respective heirs executors and admin-
istrators and the property estate and effects of the partnership against such
debts engagements and liabilities, and against all actions suits and expenses
for or on account of the same or relating thereto.
17. Proper books of account shall be kept by the partners, in which all
transactions relating to the partnership business shall be duly entered, and such1040 CONVEYANCING, DRAFTING & DEEDS [Ch. 52
books, together with the several contracts, leases agreements deeds securities
maps plans sections letters documents and vouchers of and belonging to the
partnership, shall be kept at the principal office or such other place as shall be
from time to time fixed or agreed upon by the majority in value of the partners,
and be there subject to the free inspection of every partner or his agent or
solicitor, at all reasonable times, for the purpose of perusing or examining the
same, or of taking extracts or copies from or out of the same.
18. On the 30th day of June and 31st day of December in every year, a full
and particular account and rest shall be made and taken of all such business
as shall have been transacted by the partnership, and of all immovable properties
coke-ovens furnaces steam-engines fixed locomotive and other engines ma-
chinery trucks conveyor machinery and other ore minerals stocks monies credits
and effects, and of all such other things as are usually comprehended in a half-
yearly account of the like nature, and a just valuation shall be made of all the
particulars included in such account which are susceptible of valuation, and such
accounts shall be submitted for the examination of the partners on the third
monthly meeting after the several dates lastly hereinbefore mentioned, and then
left and kept in the office for inspection by any of the partners, and such general
account shall from time to time be entered in a book to be kept as aforesaid,
and if within three calendar months next after every such account shall have been
so left for inspection it shall not be objected to by any of the partners, such
account shall, whether signed or not, be binding and conclusive on all the
members of the partnership, and the sufficiency of any objection to such account
made and taken by any partner within such three months shall be determined
by the majority in value of the partners.
19. The partners shall be entitled to the net profits arising from the business
of the partnership, after making the payments hereinbefore directed, and
providing for all liabilities and contemplated outlay, and the division of the
balances shall be made among them in proportion to their respective shares in
the capital on the third monthly meeting after the 30th day of June and 31st day
of December in every, year.
20. If and whenever any partner shall become insolvent, or shall execute any
assignment to or composition with his creditors, or shall do or suffer any other
thing whereby the said partnership concern shall in any way be encumbered
prejudiced or affected in respect of the private and separate debts engagements
and liabilities of such partner, the other partners or partner shall be at liberty
to dissolve the partnership as to the partner so offending, and thereupon the
share or shares of the offending partner shall be valued and sold, option of
purchasing the same, in the same manner as hereinafter provided for in the case
of a partner desiring to sell his share or shares ; but such dissolution and
purchase shall be without prejudice to any other remedies which may be had
against the offending partner by the other partners for breach of any of the
conditions herein contained.
21. The said A.B. may, during his lifetime, nominate one or two sons, being
of the age of eighteen years or more, to succeed to his share in the partnershipCh. 52] PARTNERSHIP?FORMS 1041
and the capital and further profits thereof, in such proportions as the said A.B.
may direct, and every other partner may, during his lifetime, nominate one son,
being of the same age, to succeed to his share, and upon signing such deed
or deeds as hereinafter mentioned respecting the admission of a new partner,
every such son shall be and become a partner in the partnership concern in the
room, and in respect of the share and interest, of his father therein, and be entitled
thereto upon the same terms and conditions and under and subject to the same
advantages powers provisions regulations and agreements in all respects and
in the same manner as the father would have been entitled to if he had remained
a partner in respect thereof, or as near thereto as the difference of circumstances
will permit.
22. The said A.B. may, by will, nominate one or two legatees or one executor
or trustee, and any other partner for the time being may nominate one legatee
or executor or trustee to succeed on his death to his share in the partnership
and the capital and future profits thereof, and the legatees or legatee or executor
or trustee so nominated, or, in case of intestacy, one administrator of any
deceased partner, including the said A.B., shall have the option of succeeding
to the share of the deceased partner, upon signifying such option in writing to
the surviving partners or partner within six calendar months next after the death
of the deceased partner, and upon signing such deed or deeds as hereinafter
mentioned respecting the admission of a new partner, such legatees or legatee
executor trustee or administrator shall be and become a partner in the
partnership, and in respect of the share of the deceased partner therein, and
be entitled thereto upon the same terms and conditions, and under and subject
to the same advantages powers provisions and agreements in all respects, and
in the same manner as the deceased partner would lave been entitled to had
he lived, or as near thereto as the difference of circumstances will permit.
23. If the legatees or legatee executor or trustee nominated by, or all the
administrators of, a deceased partner, shall refuse or neglect for…………
calendar months after such partner?s death to avail themselves of the option
given by the last preceding article of succeedings to the share of the deceased
partner, or, having exercised such option, shall refuse or neglect for one calendar
month after being required so to do, to execute such deed or deeds as hereinafter
mentioned, the surviving partners or partner for the time being shall have the
option, to be signified within………… calendar months from the death of the
deceased partner, of purchasing the share of such deceased partner at such
price as may be mutually agreed upon, or as, in case of difference, shall be
ascertained and fixed by arbitration in manner hereinafter mentioned.
24. If any partner for the time being shall at any time be desirous of selling
and disposing of his entire share and interest, but not any part thereof, in the
partnership, he shall give notice in writing of such desire to the other partners
or partner, and they or he shall have the option, to be exercised within six  calendar
months after the receipt of such notice, of purchasing the share of such retiring
partner at such price as may be mutually agreed upon, or as, in case of
difference, shall be ascertained and fixed by arbitration in manner hereinafter
mentioned.
G : CDD (Vol. 6) ? 661042 CONVEYANCING, DRAFTING & DEEDS [Ch. 52
25. If the surviving or continuing partners or partner shall not avail themselves
or himself of the option given by the two last preceding articles respectively of
purchasing the share of such deceased or retiring partner, such share may be
sold or disposed of to any other person not previously a partner, but not to more
than one person, at any price or value.
26. Every purchaser, whether previously a partner or not, shall enter into a
bond with a sufficient penalty, or a covenant, for indemnifying the heirs executors
and administrators of the partner so dying, or the partner so retiring, and their
or his estate and effects, against all debts obligations engagements and liabilities
of the said partnership, on having a proper assignment or assurance executed
for vesting in the continuing or surviving partners or partner, together with the
new partner (if any such there be), all the partnership assets, and for enabling
such continuing or surviving partners or partner and new partner (if any) to collect
and get in all credits and effects due owing and belonging to the partnership.
27. With all convenient speed after any person or persons shall be admitted
a partner or partne