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Articles of Co-Partnership

- , ARTICLES of co-partnership made and concluded this day of, in the year one thousand eight hundred and ninety, by and between A. B., bookseller, of the first part, and C. D., bookseller of the second part, both of, in the county of WHEREAS, it is the intention of the said parties to form a co-partnership, for the purpose of carrying on the retail business of booksellers and stationers, for which purpose they have agreed on the following terms and articles of agreement, to the faithful performance of which they mutually bind and engage themselves each to the other, his executors and administrators..

First. The style of the said co-partnership shall be and company;" and it shall continue for the term of years from the above date, except in case of the death of either of the said parties within the said term. Second. The said A. B. and C. D. are the proprietors of the stock, a schedule of which is contained in their stock book, in the proportion of two-thirds to the said A. B., and of one-third to the said C. D.; and the said parties shall continue to be owners of their joint stock in the same proportions; and in case of any addition being made to the same by mutual consent, the said A. B. shall advance two-thirds, and the said C. D. one-third of the cost thereof.

Third. All profits which may accrue to the said partnership shall be divided, and all losses happening to the said firm, whether from bad debts, depreciation of goods, or any other cause or accident, and all expenses of the business, shall be borne by the said parties in the aforesaid proportions of their interest in the said stock.

Fourth. The said C. D. shall devote and give all his time and attention to the business of the said firm as a salesman, and generally to the care and superintendence of the store; and the said A. B. shall devote so much of his time as may be requisite, in advising, overseeing, and directing the importation of books and other articles necessary to the said business.

Fifth. All the purchases, sales, transactions, and accounts of the said firm shall be kept in regular books, which shall be always open to the inspection of both parties and their legal representatives respectively. An account of stock shall be taken, and an account between the said parties shall be settled, as often as once in every year, and as much oftener as either partner may desire and in writing request.

Sixth. Neither of the said parties shall subscribe any bond, sign or endorse any note of hand, accept, sign, or indorse any draft or bill of exchange, or assume any other liability, verbal or written, either in his own name or in the name of the firm, for the accommodation of any other person or persons whatsoever, without the consent in writing of the other party; nor shall either party lend any of the funds of the co-partnership without such consent of the other partner. Seventh. No importation, or large purchase of books or other things, shall be made, nor any transaction out of the usual course of the retail business shall be undertaken by either of the partners, without previous consultation with, and the approbation of, the other partner.

Eighth. Neither party shall withdraw from the joint stock, at any time, more than his share of the profits of the business then earned, nor shall either party be entitled to interest on his share of the capital; but if, at the expiration of the year, a balance of profits be found due to either partner, he shall be at liberty to withdraw the said balance, or to leave it in the business, provided the other partner consents thereto, and in that case he shall be allowed interest on the said balance.

Ninth. At the expiration of the aforesaid term, or earlier dissolution of this co-partnership, if the said parties or their legal representatives cannot agree in the division of the stock then on hand, the whole co-partnership effects, except the debts due to the firm, shall be sold at public auction, at which both parties shall be at liberty to bid and purchase like other individuals, and the proceeds shall be divided, after payments of the debts of the firm, in the proportions aforesaid. Tenth. For the purpose of securing the performance of the foregoing agreement, it is agreed that either party, in case of any violation of them or either of them by the other, shall have the right to dissolve this co-partnership forthwith, on his becoming informed of such violation.

In witness, etc. [as in General Form].

AGREEMENT TO CONTINUE THE PARTNERSHIP; TO BE ENDORSED