This section is from the book "The Law Of Contracts", by William Herbert Page. Also available from Amazon: Commercial Contracts: A Practical Guide to Deals, Contracts, Agreements and Promises.
Articles of agreement made and concluded this --------- day of ---------, 19 - , by and between A. B. and C. D., both of---------, Witnesses:
Article I. -That the parties hereto have agreed to and do by these presents become partners under the firm name and style of A. B. & Company with the principal office and place of business in the---------of---------.
Article II. - The purpose and business of said partnership shall be the --------- [description of business, as "manufacture and sale of---------," or, "the conducting of a retail shoe store, the buying and selling of shoes, rubbers, findings and other goods, wares and merchandise of a like nature"] and the doing of all things necessary and incident thereto.
Article III.-The said A. B. shall contribute to the capital of said partnership his skill, knowledge and experience as a --------- and his entire time and attention.
The said C. D. shall contribute to the capital of said partnership ---------
(the sum of --------- dollars [$--------]) in cash Tor the trade fixtures and stock in trade now located in the storeroom at No.---------,---------street,---------,---------, inventoried at --------- dollars ($--------), which valuation is hereby assented to by said C. D.].
Article IV. - The said A. B. shall devote his entire time, skill, labor and experience to advancing and rendering profitable the interests and businese of said partnership and shall not engage in any other business or occupation whatever on his individual account during the existence of said partnership. Said C. D. shall not be required to devote any of his time or personal attention to the business of said partnership.
Article V.- Each partner may make and take contracts for and on behalf of the partnership business, but contracts or purchases involving a liability of more than. $-------- shall be made only on full consultation and with the approval of both partners. All contracts shall be made and taken only in the firm name. In case of disagreement as to making, taking or assuming any contract or obligation by the firm, such contract or obligation shall not be made or entered into. Each partner shall have the right to discharge any employes hired by either of them.
Article VI. - Each partner agrees that all gain, profit, advantage and increase which shall arise by reason of said co-partnership or joint business as aforesaid, shall be, from time to time during the existence of said co-partnership, equally divided between them share and share alike, and all losses and expenses, as shall happen or to be incurred in said business without fraud, shall be paid and borne equally between them.
Article VII. - Neither partner shall release or cancel any indebtedness or obligation due to the partnership except on full payment (nor shall either give or extend credit to any-persons or company without the consent of the other).
Article VIII. - Neither partner shall at any time sign the firm name, or his own name, or pledge the firm's credit, or his own individual credit, in any manner as surety or guarantor on any paper, bill, bond, note or draft, or other obligation whatsoever. Neither partner shall assign, pledge or mortgage any of the partnership property, or his interest therein, or do anything or permit any act whereby the firm's money, interests or property, or his interest therein, may be liable to seizure, attachment or execution.
Article IX. - Each partner shall faithfully and honestly do and administer each and every part of the work undertaken or taken charge of by him or by them solely for the profit and advantage of the partnership.
Article X. - There shall be kept at the principal office and place of business of said firm, at all times during the continuance of said partnership, true, accurate, full and complete books of account, in which shall be entered all moneys received and disbursed by said partners, or either of them, or their agents or employes; all goods, wares, merchandise and other property bought and sold, for or on account of the business of the firm; all contracts, undertakings, obligations, debts and liabilities taken or incurred, and also all other matters and things in any manner appertaining or belonging to the business of said firm.
It shall be the duty of said A. B. to faithfully, carefully and accurately keep the books and accounts as aforesaid; and it shall be the duty of the said G. D. at all' times, to furnish the said A. B. with true, accurate and complete information, account and data of all transactions and things by him undertaken, or under his charge.
Each partner shall, at all times, have free access to said books, and to all papers, documents and writings, belonging to the firm, without interruption or interference by the other.
Article XI. - It shall be the further duty of said A. 8. to attend to, and have charge of, the finances, moneys and accounts of said firm, collect the bills, accounts and moneys due to the said partnership and make and prepare monthly statements of the same for the use of each of the said partners.
All moneys received by said partners, or either of them, from said business, or in any way coming thereto, shall be daily deposited in the --------- Bank of ---------, or such other bank or banks as said partners shall mutually agree upon, to the account and credit of A. B. & Company. Each partner shall have the right, at all times, to inspect and examine all bank books of said firm.
All debts and obligations of said firm shall be paid by check on said bank account, or accounts. Checks for amounts less than --------- dollars ($---------) may be signed by A. B.; checks for amounts exceeding --------- dollars ($---------) shall be signed by A. B. and countersigned by C. D.
Article XII. - The said A. B. may draw, from the profits of said business, the sum of--------- dollars ($--------) per month. Any deficiency in said sum in any one month shall be made up to the said A. B. from the profits of subsequent months before any division of profits shall be made. The amounts so drawn shall be charged against the share of the profits of the said A. B. in each quarterly account hereinafter provided for.
Article XIII. - It is further agreed that they, the said partners, shall, on the---------day of---------, 19 -, and at the end of every three months thereafter, make and render each to the other a true, just and accurate account of all income and profits, by them, or either of them, made, and of all losses by them, or either of them, sustained, and of all receipts and disbursements by them, or either of them, received or made, and of all other things by them or either of them done, or suffered, in and about the partnership business; and the said quarterly accounts being so made, each shall deliver to the other, at such time, their equal shares of the profits of the business, and all moneys on hand shall be equally divided at such time, taking into consideration all amounts withdrawn by either of said partners for his own personal use during such preceding three months. But at all times amounts shall be left to the credit of the partnership, and not divided, sufficient to pay all debts and obligations of said partnership then unpaid, and for the reasonable requirements of the business thereof.
Article XIV. - This agreement shall be binding and in force and the term of this partnership shall be for the period of---------years from the date hereof unless sooner terminated and dissolved by consent or by the death, bankruptcy, insolvency, or disability of either party.
Article XV. - At the time of dissolution of the partnership, or any termination thereof, the partners each to the other or in case of death, bankruptcy, insolvency or disability of either, the survivor to the executors, administrators, trustee, assignee or guardian of the other, shall make and render a true, just and final account of all partnership transactions, and adjust and fully settle all matters relating thereto. After payment of all debts and obligations of the partnership, all the property and assets of the firm shall be appraised at the true value thereof, and the said C. D. may select therefrom, at such valuation, property and assets to the value of--------- dollars ($---------), being the amount contributed by him to the capital of said firm, the property so selected to be and become the sole and individual property of the said C. D. All property and assets of said firm remaining after the selection so made by said C. D. shall be equally divided between the partners, share and share alike, and each partner, for himself, and his personal representatives, hereby agrees to execute all necessary instruments to invest the other with the sole right to the property apportioned to such other and thereafter neither shall interfere with the same nor release any account, claim, debt or property apportioned to the other.
All contracts and obligations then outstanding and unperformed shall be fully completed and performed in the name and for the advantage and profit and at the expense of the partnership and all profits made or losses sustained thereby shall be equally divided share and share alike.
Article XVI - It is further mutually agreed and covenanted that no changes, alterations, additions, modifications or qualifications shall be made or had in the terms or provisions of any article or articles of this agreement unless the same shall be made in writing signed by each of the partners.
In witness whereof, the parties hereto have set their hands to duplicates hereof on the day and year first above written. A. B.,
For the nature and effect of the partnership, see Sec. 1688 et seq. For death as discharge, see Sec. 2681. For the effect of war, see Sec. 2749. For specific performance, see Sec. 3355.