Title
Articles of Partnership.
(i) Thos. Barnard.
(ii) Fred. Stanley Carpenter of Kempston Hoo, esq.
(Rec. that the last partnership ended 1 July 1871 &
that (ii) has entered into p'ship with (i)).
- - (1) Firm to be called 'Thos. Barnard & Co.' Partnership
to run for 14 yrs from 1 July 1871.
(2) £80,000 capital brought in by (i), (ii) has
option of bringing in further capital, up to
£10,000, in which case (i) may withdraw an
equivalent ammt. Interest at 6%.
(3) Business at same place or wherever partners decide.
Wages & overheads to be pd. out of profits, or, if
too high, out of the money standing to the credit
of 'the rest'.
(4) Profits : (i) to have 3/4 (ii) 1/4, provided that
if at the end of any period of 3 yrs. (ii)'s share
is less than £1,500, it shall be made up in the
following 3 -yr. period. Prov. also that if in the
last 2 yrs. of p'ship (ii)'s share is less than
£1,000, the deficiency to be made up from the
assets at the end of p'ship.
(5) Partners may take out interest on their capital
on 31 Jan. & 30 Jun. each yr. (i) taking up to
£1,000 & (ii) up to £500. 1/12 of these sums may
be taken out each month. Refund to be made for
money taken out in excess of share alloted at
end of yr.
(6) As in (11) in no.12.
(7) Both partners can attend business when they think
fit.
(8) As in (13) in no.12.
(9) No partner to borrow firm's money without
other's consent.
(10) As in (15) in no. 12.
(11) As in (16) in no. 12. (except clause re. insurance policy)
(12) Notes etc. to be signed by both partners.
(13) As in (18) in no. 12.
(14) No clerk may be apptd. without consent of both.
(15) Annual account to be made on 30 June. In two
bks. signed by both partners. To be altered only
if error of upwards of £50 be found, in 12 months.
(16) Profits to be applied as follows :-
(a) To partners interest on capital.
(b) 10% of nett profit to be set aside as
'The Rest'
(c) Surplus to be divided.
(17) 'The Rest' to be applied as in (3), & the surplus
to partners in proportion.
(18) Goodwill of the firm the sole prop. of (i), unless
it is sold at the end of p'ship, or on d. of either
partner, when proceeds to be divided. Its value to
be 5 yrs. nett profits.
(19) On expiration of p'ship, (i) has option of contin-
uing alone, paying capital & interest to (ii),
without allowance for goodwill, in 1 yr. If (i)
declines to continue, (ii) to have like option,
on same terms, but paying (i) the full value of
goodwill. If both decline, the goodwill to be
sold & the proceeds divided.
(20) If (i) dies in term of p'ship., his exors. have
option to continue his share, as sleeping partners,
with right to inspect accounts. Exors. need not
retain in the business more than £50,000, & can
withdraw any surplus on 3 months notice. If exors.
decline, (ii) to pay them (i)'s capital & interest
& full value of goodwill & additional 6% on
capital (in lieu of profits) from 30th June prec-
eeding his death. If (ii) declines to continue
then sale as in (19).
(21) if (ii) dies in term of p'ship., as in (20),
except goodwill. (i) is also to pay the exors.
an additional sum, if nec., to make up (ii)'s
profits in the current 3 -yr. period (c.f. (4))
If (i) declines to take (ii)'s share, business
to be wound up & proceeds, including goodwill,
to be divided.
(22) (ii) may introduce his son Edw. Owen Carpenter
or any other (one) son into the firm to learn
the business, and at his age of 21 he may be
adm. as a partner, for any part (less than the
whole) of (ii)'s share in the capital, provided
that the son executes a deed of Accession,
covenanting to observe the articles of p'ship.
(23) Disputes to be settled as in (28) & (29) in
no.12.
Witn. : Hen. Vincent Wing.
2 applied seals (conv.)
1 Dec. 1873.
Endorsed : Deed of Accession of Edw. Owen Carpenter.
- - - Is assigned 1/4 of father's share in cap-
ital, with option of bringing in not
more than £5,500 of his own. Thos. B.
authorised to withdraw an equivalent
ammt. Covenants to observe articles,
& not to endorse notes etc. without
consent.
Witn. : Geo. Alger.
3 applied seals (conv.)