Catalogue description Articles of Partnership

Between Ronald John Hawthorne (of 28, Warwick Row, Coventry, auctioneer and estate-agent) and Frederick Victor Bradley Tedstone Brownsword (of 2, The Quadrant, Coventry, auctioneer and estate-agent) for an agreement which will, firstly, be deemed to have begun at both addresses on 1st. Mar., 1948; secondly, be called "Hawthorne Brownsword & Co."; thirdly, endure for their joint lives, or until finished under clauses 15-23, or end with six calendar months' notice given later than 1st. Mar.,[1951]; fourthly, register the firm under the 1916 Registration of Business Names Act, exhibiting a registration-certificate; fifthly, patronise the Coventry branch of the National Provincial Bank; sixthly, have cheques signed by both partners for withdrawal; seventhly, use Messrs. Hull, Chapman & Co., Warwick Row, Coventry, as auditors; eighthly, pay outgoings from the profits, the losses being borne by the partners proportionately; ninthly, assign two-thirds of the goodwill to Hawthorne and the rest to Brownsword; tenthly, likewise determine the fittings; eleventhly, apply in liquidation of pre-existing debts any moneys outstanding from before the agreement's date; twelfthly, sanction either partner's contributing more than his proportion of the capital at the rate of £5% p.a. interest; thirteenthly, keep proper account-books; fourteenthly, stipulate that apartments be held for the partnership's benefit; fifteenthly, finish if either partner shall have been incapacitated for six consecutive months (with three subsequent months' notice from the surviving partner); sixteenthly, give its members 4 weeks of holiday each annually, either remunerating the other for excess at the rate of £500 p.a.; seventeenthly, entitle Hawthorne to commission on renewal of premiums for life policies effected prior to the partnership (policies subsequently opened shall be shared 2:1 between senior and junior partners or their assigns); eighteenthly, permit no pledge of credit beyond that incurred during the ordinary course of business; nineteenthly, allow only out-of-pocket expenses to be charged when the firm shall act for the partners, their wives, children or trustees; twentiethly, present an annual account on the last day of Feb., signed by each partner if no error shall have been discovered within three months; twenty-firstly, give to each partner half of the first £1,000 net profits p.a. but the rest in the above-described proportions; twenty-secondly, provide for reimbursement in the event of the offending partner's withdrawal of excess profits; twenty-thirdly, end if there shall be bankruptcy; twentyfourthly, enable the survivor to purchase the deceased partner's share; twenty-fifthly, on the death of one partner, allow for compilation of an account from the date of the last balance sheet to that of his decease with payment of interest to his personal representatives and discharge of capital in ten equal instalmen ts half-yearly (with £5% p.a. interest), including upon all work in progress at his demise; twenty-sixthly, in clause 25's circumstances, reckon the goodwill as equal to two years' purchase of the average net profits of the business during the triennium preceding the valuation-date (but as annual net profits' average if the agreement shall be thus-ended before [28th.] Feb., 1951); twenty-seventhly, execute deeds vesting the deceased's share in his personal representatives; twenty-eightly, apply these provisions for a partner's death to his retirement (mutatis mutandis), except that the decadal payment will be accomplished by a single discharge within six months and that the survivor shall have the option of purchase exercised upon his colleague's share within one month of being notified about the retirement, and obtain from the retirer a covenant that he will not practise the trade for five years within ten miles of the premises; twenty-nonthly, provide that, in the case where the survivor shall be unable or unwilling to purchase the other's share, the effects will be divided in the same proportion as the profits, with papers allocated according to clientèle (the client being asked to arbitrate if there is dispute); thirtiethly, if after 1st. Mar., 1951 Hawthorne shall still be alive, give Brownsword the option of purchase of a one-sixth share in the firm so as to equalise their interests,paying purchase-money within three months of so giving notice; and thirty-firstly, refer disputes if possible to a mutually agreeable arbitrator, otherwise to one nominated by either partner.