Keenan and Riches’BUSINESS LAW

Chapter 5Non-corporate organisations – sole traders and partnerships

Model form of ordinary (or unlimited) partnership deed

139

AN AGREEMENT made this4th day of June two thousand

andSevenbetween John Jones

of Bleak House, Barchester; Chartered Accountant

andJane James

of 12 Acacia Avenue, Barchester; Chartered Accountant

andWilliam Pitt

of 55 Low Terrace, Barchester; Chartered Accountant

IT IS HEREBY AGREED AND DECLARED AS FOLLOWS:

1. The said John Jones, Jane James and William Pitt
   shall become and remain partners in the business of Chartered Accountants
   for a term of fiveyears from the date of this deed if they shall so long
   live.
   Comment The period of five years ensures that it is not a partnership at will. We do not want a
   partnership at will because it can be terminated by notice at any time thus allowing a partner to
   leave the firm with ease so that years of work are brought to an end at the will of one partner.


2. Although the partnership constituted by this Deed is for a period offive
   years nevertheless it is the intention of the parties hereto to continue
   in partnership from five-year period to five-year period subject only to the
   incidence of death or retirement.
   Comment Since a fixed term has been agreed, there should be provision for it to be
   continued upon the same terms on the expiry of the fixed term. It is better to include this in
   the deed so that there is no doubt what will happen at the end of each term of five years.
   In any case, of course, s 27 would apply and the partnership would be at will but on the
   same terms as the fixed partnership which had just expired.


3. The death, retirement, expulsion or bankruptcy of a partner shall not
   determine the partnership between the partners but without prejudice to the
   generality of this clause the parties hereto shall review the provisions of
   this deed whenever the admission of a new profit-sharing partner into the
   partnership is being contemplated.
   Comment This clause is inserted to make sure, for example, that the death of a partner does
   not cause a dissolution as between those partners who remain and that the business continues
   under the remaining partners. If this clause was not included, there would be an automatic
   dissolution under s 33(1) on the death of a partner.


4. The partners shall practise in partnership under the firm name of Jones,
   James, Pitt & Co.
   (or such other name as the partners may hereafter agree).


5. The business of the partnership shall be carried on at
   10 Oak Buildings, Barchester
   and/or such other place or places as the partners may from time to time
   decide.


6. (i) The bankers of the firm shall be the Barchester Bank plc or such other
   bankers as the partners shall agree upon both for the moneys of clients for
   the time being in the keeping of the partnership and for the moneys of the
   partnership.
   (ii) All partnership money shall be paid to the bankers of the partnership
   to the credit of the partnership and the partners shall make such
   regulations as they may from time to time see fit for opening, operating or
   closing the bank accounts of the partnership and for providing the money
   required for current expenses.

Duration

and

objects

Location

of

practice

Bankers

and

application

of

partnership

money

Firm name