W0320 ARTICLES OF PARTNERSHIP BETWEEN LUTHER D. SAWYER, JONATHAN AMES, AND HENRY P.COCKBURN.
Oct 1 1866
I made the first day of October in the year of our Lord one thousand eight hundred and sixty six.
Luther D. Sawyer of the city of Hamilton Profounder of the first part.
Jonathan Ames of the same place Profounder of the second part.
Henry P. Cockburn of the same place Profounder of the third part.
Witnesseth that each of them the said Luther D. Sawyer, Jonathan Ames and Henry P. Cockburn (so far as the stipulations and provisions hereinafter expressed and contained are to be performed by him his heirs executors and administrators) both hereby for himself his heirs executors and administrators covenant with the others of them their executors and administrators and also as a separate covenant with each of the others of them his heirs executors and administrators that they the said Luther D. Sawyer, Jonathan Ames and Henry P. Cockburn will become and remain partners for the purpose and period and subject to the stipulations and provisions hereinafter exprefsed [sic] and contained that is to say
First-The businefs [sic] of the partnership shall be that of Profounding and manufacturing agricultural implements and shall be carried on at the city of Hamilton aforesaid or at such other place or places as the partners shall hereafter agree upon.
Second-The partnership shall commence on the first day of October in the year of our Lord One thousand eight hundred and sixty six and shall continue for the term of five years if the partners or any of them shall so long live.
Third- If before the end of the said term any one or more of the partners shall be desirous that the said partnership shall determine and if such his or their desire shall give not lefs [sic] than three calendar months previous notice in writing to the other partners or partner or shall leave such notice at the place where the said business shall for the time being be carried on then immediately at the end of the said three months the partnership shall absolutely determine.
Fourthly- The partnership shall be carried on under the firm of L.D. Sawyer and Company.
Fifthly-The money and capital necessary for the carrying on the businefs [sic] of the firm shall be supplied and furnished by the said Luther D. Sawyer.
Sixthly- The said capital and the profits arising from the same shall (subject as hereinafter is mentioned) be used and employed in the trade or business of the said partnership.
Seventhly- The rent of the houses and buildings in Hamilton aforesaid and any other houses or buildings where the business of the partnership shall be carried on and all repairs additions and alternations of in to or about the same and all taxes rates assessments payment for insurance against loss by fire and other out goings for or in respect of the same and the salaries wages and maintenance of all clerks, travelers, workmen, servants and apprentices who shall be employed and all expenses which shall be incurred and all duties debts and monies which shall become payable for or upon account of and all losses and damages which shall happen in or about or in relation to the businefs [sic] of the partnership and interest at the rate of 6 percent per annum upon the capital of the said Luther D. Sawyer shall be paid defrayed and borne by and out of the capital of the said partnership and the profits arising therefrom or in case the same shall become deficient then by all the partners out of their respective separate estates in the shares following that is to say three fifths by the said Luther D. Sawyer his executors or administrators, one fifth by the said Jonathan Ames his executors or administrators and one fifth by the said Henry P Cockburn his executors or administrators.
Eighthly- The money to be brought into the partnership by the said Luther D Sawyer shall be entered in the books of the partnership as a debt due therefrom to the said Luther D. Sawyer and shall be a charge upon the partnership estate and any interest at the rate of six percent per annum payable by yearly payments-the first to be made at the expiration of one year from the commencement of the partnership.
Ninthly- The businefs [sic] of the partnership shall be wholly carried or managed and conducted by the said Jonathan Ames and Henry P Cockburn (who are hereinafter usually referred to as the acting partners) and they shall at all times during the partnership diligently and faithfully employ themselves in and about the businefs [sic] of the partnership and carry on manage and conduct the same for the greatest advantage of the partnership and they shall each receive for their services five hundred dollars per annum in addition to their one fifth share of the profits respectively. The said partners shall be entitled to the net gains and profits of the business of the partnership (after making such deductions as hereinafter-mentioned) & the like shares and proportions in which they are required to provide for any deficiency.
Tenthly- The said Luther D. Sawyer shall not be required to interfere in the carrying on management or conduct of the businefs [sic] any farther that he shall thus fit and shall not during the partnership alone or with any person or persons (except under these presents) be either directly or indirectly concerned in the business of an Profounder and agricultural implement maker.
Eleventhly- Each acting partner shall be just and faithful to the other acting partners and to the said partnership in all dealings and transactions in or about the trade or businefs [sic] of the partnership and Shall render to him and to the said Luther D. Sawyer a just and faithful account thereof whenever the same shall be reasonably required.
Twelfthly- Each acting partner shall at all times during the partnership upon any reasonable request of the other acting partners as the said Luther D. Sawyer inform him of all letters, accounts, writings, and other things which shall come into his hands or knowledge in [?] concerning the businefs [sic] of the partnership.
Thirteenthly- Neither acting partner shall neither alone or with any other person or persons directly or indirectly engage in any trade or businefs [sic] except upon the account and for the advantage of the partnership.
Fourteenthly- Neither acting partner shall take any apprentices or hire or dismiss any clerk, [?] or workman or servant in the businefs [sic] of the partnership without the consent of the other acting partners.
Fifteenthly- Neither acting partner shall without the consent of all the partners in writing employ any of the monies goods as effects belonging to the partnership or engage the credit thereof in anything except upon the account and from the benefit of the partnership
Sixteenthly- In all cases where there shall be occasion to give any note bill or other security for the payment of any money or account of the partnership (other than and except when the contrary shall in the common course of business be unavoidable) the same shall be respectively signed and executed by all the partners.
Seventeenthly- If any partner shall give any such bond bill note or other security at aforesaid (except in the case before mentioned) which shall not be signed and executed by all the partners every such bond bill note or other security shall be deemed to be given in the separate account of the person or persons giving the same and he or they shall accordingly pay and discharge the same out of his or their separate estate and shall indemnify all and each of the other partners and their and his heirs executors and administrators estates and effects against the payment thereof and all actions suits and expenses on account thereof.
Eighteenthly- No partner shall without the previous consent in writing of the other partners enter into any bond or become bail surity [sic] or security with or for any person or persons as subscribe any [?] of insurance.
Ninteenthly- No partners shall do or willingly suffer to the done anything whereby or by means whereof the stock in trade capital or property of the partnership may be seized attached extended or taken in execution.
Twentiethly- Each partner shall discharge the debts now due or which shall during the partnership become due from him and shall help indemnify the other partners their heirs executors and administrators and the stock in trade capital property and profits of the partnership against all his present and future separate debts and engagements and against all actions suits and expenses on account thereof.
Twenty-firstly- Proper books of accounts shall be kept by the acting partners and true plain and perfect entries made therein of all the monies goods wares merchandise effects debts and things belonging to or owing by the partnership or which shall be received paid sold or contracted for in the course of the businefs [sic] of the partnership and all such other transactions or things in anywise relating to the said businefs [sic] as are usually written and entered into books of accounts kept by persons engaged in similar business together with all such circumstances of names times and places as may be necessary or useful for the better manifestation of the state and proceedings of the business.
Twenty-second- The said books of accounts together with all bonds notes bills specialties insurances securities letters and other writings which shall from time to time concern or belong to the partnership shall be kept at the chief place of business in Hamilton or in such other place when the businefs [sic] of the partnership shall for the time being be carried on as the partners shall agree upon and each partner shall have free access to inspect examine cast up and copy out the same at pleasure.
Twenty-third- On the first day of October in the year of our Lord one thousand eight hundred and sixty seven and on the same day in every subsequent year during the partnership a full and general account in writing shall be made up and taken by the partners of all such goods wares merchandise and things as shall have been bought or sold in the trade or business of the partnership (in the first of such general accounts from the day of the commencement of the partnership and in each such subsequent general account from the day of the last preceding one) and of all the monies stock in trade debts and effects belonging or due to the partnership and of all monies and debts due by the partnership and of all the liabilities of the partnership and of all such matters and things as are usually comprehended in general accounts of the like nature taken by persons engaged in the like business and a just valuation shall be made of all the particulars included in such account which require and are capable of valuation and each such general account and valuation shall from time to time be written into as many books as there are partners and each book shall be signed by every one of the partners within two calendar months after the time appointed for such general account and valuation and after such signature each partner shall take one of the said books into his custody and shall be bound and concluded by every such account respectively except that if any manifest error shall be found in any such account a valuation within twelve calendar months after the same shall have been so signed by all the partners and shall be signified by any of the partners to the others or other of them then such error shall be rectified.
Twenty-fourth-Within two calendar months next after the expiration and determination of the partners keep a full and general account in writing shall be taken by the partners of all the monies stick in trade debts and effects then belonging to or due to the partnership and of all monies and debts due by the partnership and of all the liabilities of the partnership and a just valuation shall be made of all the particulars included in such account which require and are capable of valuation.
Twenty-five- At the expiration or determination of the partnership, the partners and their respective executors administrators or assigns shall be entitled to the monies stock in trade debts and effects then belonging or due to the partnership in manner following that is to say, after deducting the debts and liabilities of the partnership out of the property, stock monies credits and effects thereof the residue of the property stock and monies credits and effects shall be divided between the partners according to their respective shares and interests therein, that is to Luther D. Sawyer three fifths and to Jonathan Ames and Henry P. Cockburn each one fifth.
Twenty-sixth- Immediately after such last mentioned account shall have been taken and settled the partners shall forthwith pay or provide for the speedy and punctual payment of all monies and debts then due by the partnership and for meeting all the liabilities thereof and in case the assets shall not suffice to pay the liabilities the deficiency shall be supplied by the partners in the proportion to which they are entitled to the profits.
Twenty-seventh- Immediately after the last mentioned account shall have been taken and settled the assets of the partnership shall be divided amongst the partners in the shares in which they shall be severally entitled to the same under the provisions in that behalf hereinbefore contained and immediately upon such division the partners shall effectually assign and deliver unto such other his executors administrators and assigns his share of the same premises and empower him and them to recover and receive the same and do and execute all such deeds and things as shall be necessary or expedient for vesting the sole right and property therein in the partner to whom the same shall upon such division belong and after such division none of the partners or their respective executors administrators or assigns shall release any debt which shall upon the said division be allotted or assigned to any other partner his executors administrators or assigns or in any respect interfere in the receipt or recovery thereof or otherwise in or about the same except upon the express request of the person to whom the same shall have been so allotted or assigned as aforesaid.
Twenty-eighth- Whenever any doubt difference or dispute shall hereafter arise between all or any of the partners or between any of them and the executors of any other or others of them or between their respective executors or administrators touching the constructive of these presents or anything herein contained or any account valuation or division of assets debts or liabilities of any other thing in otherwise relating to the partnership or the business affairs thereof such doubt difference or dispute shall be reduced into writing and be referred to two arbitrators or their empire pursuant to and so as with regard to the mode and consequence of the reference and in all other respects to conform to the provisions in that behalf contained as the Common Law Procedure Act or any then subsisting statutory modification thereof .
Twenty-ninth- No acting partner shall buy order or engage in any contract for any article used in the business of the partnership, exceeding the value of four thousand dollars without the consent in writing of all the other partners. And if any acting partners shall do so without such consent then the other partners shall have the option either of [?] such article for and on account of the partnership or of letting the same remain for the separate role and benefit of the person or persons by whom the same shall have been so bought or contracted for
In Witness whereof the partners here to have hereunto set their hands and seals the day and year first where written
Signed Sealed and Delivered in presence of James Reid
Henry P. Cockburn
Articles of Partnership Between
Luther D. Sawyer
Jonathan Ames and
Henry P. Cockburn
[?] day of 1866