Putnam's Handy Law Book for the Layman Part 23

The style and name of the co-partnership shall be B. and D., and shall commence on the ____ day of ________, 19__, and continue for the period of five years.

Each of the said parties agrees to contribute to the funds of the partnership the sum of $3,000 in cash, which shall be paid in, on or before the ____ day of ________, 19__, and each of said parties shall devote and give all his time and attention to the business, and to the care and superintendence of the same.

All profits which may accrue to the said partnership shall be divided equally, 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 equally.

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 regular representatives respectively.

An account of stock shall be taken, and an account between the parties shall be settled as often as once a year, and as much oftener as either partner may desire, and in writing request.

Neither of the said parties shall subscribe any bond, sign or indorse any note of hand, accept, sign, or indorse any draft or bill of exchange, or a.s.sume 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.

No large purchase shall be made, nor any transaction out of the usual course of the business shall be undertaken by either of the partners, without previous consultation with, and the approbation of, the other partner.

Neither 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 ent.i.tled 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 consent thereto, and in that case be allowed interest on the said balance.

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 payment of the debts of the firm, in the proportions aforesaid.

For the purpose of securing the performance of the foregoing agreements, 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 whereof, we, the said A.B. and C.D., have hereto set our hands, the day and year first above written.

Executed and delivered in the presence of

(Acknowledgment.)

A.B.

C.D.

40

Letter of Credit

A.B. & Co ________:

_Gentlemen._--We will be responsible to you for goods sold to C.D., of ________, to an amount not exceeding ________ dollars (or, for cash advanced to C.D., of ________ not exceeding ________ dollars), (or, for credit secured by you to C.D., of ________, in the purchase of (describe the kind of goods), not exceeding the sum of ________ dollars) at any time before ________, 19__, unless this letter is revoked prior to said date; and providing you send notice to us by mail within ten days of the granting of such credit or making such payment, and also in case said C.D. should default in making payment of any part of any debt created by reason of this agreement when such payment shall become regularly due, then notice of such default shall be sent by mail to us within five days of such default.

Dated, ________ 19__. (Signature)

41

Agreement for Sale of Physician's Practice

Agreement made this ____ day of ________, 19__, between ________, hereinafter called the vendor, and ________, hereinafter called the purchaser.

1. Whereas the said vendor has for many years past exercised his profession of physician and surgeon at ________, in the county of ________, and is now desirous of retiring from his practice at ________ aforesaid, and the said purchaser is desirous of establishing himself as a physician and surgeon at said ________, now therefore, the said vendor agrees to sell to the said purchaser, who agrees to purchase, the said practice and the good will and benefits thereof from the ____ day of ________ next, together with all the fixtures, furniture, medical books, surgical and other instruments and apparatus, and all the drugs, medicines, bottles, and other things now used therein, for the sum of ________ dollars; in confirmation of which purchase the purchaser, upon the execution of these presents, has paid the sum of ________ dollars by way of deposit and in part of the purchase money.

2. The said vendor further agrees that, on the payment of the residue of the said purchase money as hereinafter mentioned, he will fully and absolutely deliver over and a.s.sign to the said purchaser, his executors, administrators, or a.s.signs, the said practice or business, and the good will thereof, for his and their own absolute use and benefit; and likewise the full and uninterrupted possession of the office in which the said practice is now carried on by him, together with the fixtures, furniture, books, instruments, apparatus, and things now used in and relating to the said practice.

3. The said vendor will introduce and recommend the said purchaser to his patients, friends, and others, as his successor; and will use his best endeavors to promote and increase the prosperity of the said practice or business.

4. The said vendor will not reside or practise either as physician or surgeon, or act directly or indirectly as partner or a.s.sistant to or with any other physician or surgeon practising ________ either at ________ aforesaid, or elsewhere, within ________ miles thereof.

5. The said purchaser, in consideration of the agreements on the part of the vendor hereinbefore contained, hereby further agrees to pay him, his executors, or administrators, ________ dollars, by installments as follows: one-half part thereof on the ____ day of ________ next, upon receiving the full and peaceable possession of the said practice, office, good will, fixtures, furniture, books, and things hereinbefore mentioned, and the remaining half part thereon on the ____ day of ________ next.

In witness, etc.

42

Agreement Between Merchant and Traveling Salesman

Agreement made this ________ of ________, between ________ of ________, and ________ of ________, merchants and co-partners, doing business under the firm name and style of ________ & Co., of the one part, and ________ of ________, traveling salesman of the other part.

1. The said salesman shall enter into the service of said firm as a traveler for them in their business of ________ merchants, for the period of ________ years from the ____ day of ________ 19__, subject to the general control of said firm.

2. The said salesman shall devote the whole of his time, attention, and energies to the performance of his duties as such salesman, and shall not, either directly or indirectly, alone or in partnership, be connected with or concerned in any other business or pursuit during the said term of ________ years.

3. The said salesman shall, subject to the control of the said firm, keep proper books of account, and make due and correct entries of the price of all goods sold, and of all transactions and dealings of and in relation to the said business, and shall serve the said firm diligently and according to his best abilities in all respects.

4. The fixed salary of the said salesman shall be the sum of ________ dollars per week for the first year, payable by the said firm weekly from the commencement of the said service, on the ____ day of ________, and ________ dollars per week for the third year, payable weekly in like manner, from the commencement of such respective years.

5. The reasonable traveling expenses and hotel bills of the said salesman, incurred in connection with the business of said firm, shall be paid by the said firm, and the said firm shall from week to week pay to the said salesman the said traveling expenses and hotel bills in addition to the said fixed salary.

In witness, etc.

________ ________

43

Agreement for the Adoption of Children

This indenture made the ____ day of ________, 19__, between ________ of ________, party of the first part, and ________, of ________, and ________ his wife, parties of the second part.

Whereas the said party of the first part has two daughters, ________ and ________, now aged ________ and ________ years, respectively; and whereas the said parties of the second part are willing to adopt the said children subject to the conditions hereinafter contained, and on the part of the party of the first part to be observed: Now this indenture witnesseth that the said parties covenant and agree as follows, that is to say:

1. The said parties of the second part shall adopt the said children, and shall, until the said children shall respectively attain the age of twenty-one years, or marry under that age, maintain, board, lodge, clothe, and educate them in a manner suitable to their station, and as if they were the lawful children of the parties of the second part and shall at the cost of the parties of the second part, and of the survivor of them, provide the said children with all necessaries, and discharge all the debts and liabilities which the said children or either of them may incur for necessaries, and indemnify the said party of the first part against all actions, claims, and demands in respect thereof.

2. The said party of the first part hereby nominates and appoints the said parties of the second part, during their lives, and after their respective deaths the person or persons to be nominated in that behalf, as is hereinafter mentioned, to be the guardians of the persons and estates of the said children until they shall attain the age of twenty-one years, or until they shall marry under that age respectively.

3. The said party of the first part shall not revoke the appointment hereby expressed to be made, and will not, by deed, will, or otherwise, appoint or apply for the appointment of any other person or persons to be guardian or guardians of the said children or either of them, or of their respective estates.

4. In case of the death of either of the parties of the second part before the said children shall attain the age of twenty-one years, or marry under that age respectively, it shall be lawful for the survivor of them, the said parties of the second part, by deed or will, to nominate and appoint any person or persons, from and after the decease of such survivor, to be guardian or guardians of the said children or either of them.

5. The said party of the first part shall not himself, nor shall any person or persons claiming under him, or acting under his authority, at any time or in any manner interfere with the training or management of the said children or either of them, or with their or her moral, intellectual, or religious education or instruction.

6. If the said party of the first part shall not perform and observe all and every of the stipulations herein contained and on his part to be performed and observed, then and in every such case it shall be lawful for the said parties of the second part, and the survivor of them, by notice in writing under their, his or her hands or hand, and addressed either to the party of the first part or to the person setting up such claim or demand, or so interfering as aforesaid, to put an end to the agreement hereby expressed to be made, and thereupon the same shall absolutely cease and determine; provided that in such event the said party of the first part, or his estate, shall be liable to pay and satisfy all debts and liabilities incurred by or in any wise for the benefit of the said children, or either of them, which at the time of such determination of this agreement shall not have been paid and satisfied. In witness, etc.