W0331 ARTICLES OF PARTNERSHIP BETWEEN LUTHER D. SAWYER, STEPHEN P. SAWYER, JONATHAN AMES, AND HENRY P.COCKBURN.
Oct 1 1867
This Indenture made the first day of October AD 1868. Between Luther D. Sawyer of the city of Hamilton Profounder of the first part Stephen Payson Sawyer of the same place Profounder of the second part, Jonathan Ames of the same place Profounder of the third part, and Henry P. Cockburn of the same place Profounder of the fourth part.
Whereas by an indenture dated the first day of October A.D. 1866 and made between the said Luther D. Sawyer of the first part the said Jonathan Ames of the second part and the said Henry P. Cockburn of the third part, the said Luther D. Sawyer, Jonathan, Ames & Henry P. Cockburn entered into mutual covenants that they and their respective executors administrators and assigns would be and continue partners in the businefs [sic] of Ironfounding and manufacturing agricultural implements for the term of five years from the first day of October AD 1866 subject to the stipulations and provisions therein contained and in the said indenture was contained a provision that the money and capital necessary for the carrying on the business of the firm should be supplied and furnished by the said Luther D. Sawyer and that the said partners should be entitled to the net gains and profits of the businefs [sic] of the partnership (after making the deductions therein mentioned) in the following shares or proportions being, Luther D. Sawyer to three fifths thereof, Jonathan Ames to one fifth thereof and Henry P Cockburn to one fifth thereof. And it was thereby further provided that the said Jonathan Ames and Henry P. Cockburn should be the active partners and manage and conduct the said businefs [sic] and should each receive for their services Five hundred dollars per annum in additive to their one fifth share of the profits respectively.
And whereas the said Luther D. Sawyer hath agreed to assign to the said Stephen P. Sawyer one third of his share in the partnership and the said Jonathan Ames and Henry P. Cockburn have agreed that upon the said Stephen P. Sawyer executing a deed covenanting to perform and observe the stipulations and provisions contained in the said recited indenture as hereinafter altered or modified and so far as the same should be applicable he should become partner with the said Luther D. Sawyer, Jonathan Ames and Henry P. Cockburn to commonce as from the said first day of October AD 1866 and to continue during the said term.
And whereas it has been agreed by the parties hereto that the said Stephen P. Sawyer should be considered an actual partner under the ninth clause of the said recited indenture and shall be entitled to receive for his services in that capacity Five hundred dollars per annum from the first day of October AD 1867 in addition to his one fifth share of the profits.
And it has been further agreed between the parties hereto that the thirteenth clause and the ninth clause of the said recited indenture shall not be construed to prevent the said Stephen P. Sawyer from engaging in other business and taking the time necessary for that purpose so that he do not engage in any business of the same kind as that for which the partnership was formed.
And it has also been agreed that Stephen P. Sawyer shall as the businefs [sic] may require it advance capital to the firm to an amount not grater [sic] than Ten thousand dollars which shall be considered as a part of the amount required by the said recited indenture to be advanced by Luther D. Sawyer and the same shall be entered in the books as a debt due to Stephen P. 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 on the first day of October AD 1868. If the said parties shall agree that the said Stephen P. Sawyer may advance such further sums as shall be agreed upon at such rate of interest as may be agreed upon, but in the absence of any special agreement as to interest such further advance shall bear interest at seven percent and be entered in the books and payment of the interest provided for in the manner specified above as to the said sum of Ten thousand dollars.
And it has been further agreed between the said parties that the third article of the said recited indenture providing for a dissolution of the said partnership upon notice shall be supplemented and modified in the following manner [?], if any one or more of the said partners shall be desirous of determining the said partnership and shall give such notice as provided for by the said third article then the other partner or partners shall have the option to be exercised within three calendar months after the receipt of such notice of purchasing the share of the partner or partners giving such notice at such price as may be mutually agreed upon as in case of difference shall be acertained and fired by two arbitrators on 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 in the Common Law Procedure act as any then existing statuatory modification thereof.
Now the Indenture witnesseth that for effecting the said agreement he the said Luther D. Sawyer with the consent of the said Jonathan Ames and Henry P. Cockburn doth hereby assign unto the said Stephen P. Sawyer his executors administrators and assigns all that are undivided equal third part of the share of the said Luther D Sawyer in the goodwill of the said business and in all and singular the capital property and effects of the said partnership and in the profits to arise from the said business from the time of its commencement on the first day of October AD 1866 till its termination, and all the right title interest claim and demand of him the said Luther D Sawyer to in and upon the said are third part and premises To have and To hold the said premises hereinbefore exprefsed [sic] to be hereby assigned unto the said Stephen P Sawyer his executors administrators and assigns for his and their own use.
And this Indenture also witnesseth that in consideration of the premises he the said Stephen P. Sawyer doth hereby for himself and his heirs executors and administrators covenent with the said Luther D. Sawyer Jonathan Ames and Henry P Cockburn their executors and administrators and as a separate covenant with each of them his executors and administrators and such of them the said Luther D Sawyer Jonathan Ames and Henry P Cockburn doth hereby for himself his heirs executors and administrators covenent with the said Stephen P. Sawyer his executors and administrators that the said Luther D. Sawyer Stephen P. Sawyer Jonathan Ames and Henry P Cockburn will henceforth become and remain partners in the said business of Ironfounding and manufacturing agricultural implements as and from the first day of October AD 1866 for the said term of five years under and subject to the stipulations and provisions contained in the said recited indenture with such variations as is rendered necessary by the admission of the said Stephen P. Sawyer unto the said business and the assignment to him of the said third part of the said share of the said Luther D. Sawyer and by the several provisions and agreements contained in the recited in this indenture and will perform and observe such of the same covenents stipulations and provisions with such variations as aforesaid as are now subsisting and capable of taking effect in the same manner so far as the circumstances will admit as if the said Stephen P Sawyer had originally been made a party to the said indenture.
In witness whereof the parties hereto have hereunto set their hands and seals the day and year first above written
Signed Sealed and delivered in presence of John Muir
Luther D. Sawyer
Henry P Cockburn
Richard W. Mours as to the executor
Dated October 1867
Luther D Sawyer
Stephen P Sawyer
Henry P Cockburn