Keenan and Riches’BUSINESS LAW

Chapter 5Non-corporate organisations – sole traders and partnerships

143

Comment Any other basis of assessment which the partners may decide upon could,

of course, have been included or the matter of goodwill could have been omitted entirely.

20. In the event of one of the partners retiring and the other partners
    purchasing his share the retiring partner shall not during the unexpired
    residue of the term of the partnership carry on or be interested either
    directly or indirectly in any business similar to that of the said
    partnership and competing therewith within a radius of one mile of 10 Oak
    Buildings,Barchesteror of any other place of business belonging to the
    partnership at the date of the notice of retirement.


21. Upon the determination of the partnership any partner or his personal
    representative shall have power to sign in the name of the firm notice of
    the dissolution for publication in the Gazette.


22. Should any doubt or difference arise at any time between the said partners
    or their personal representatives with regard to the interpretation or
    effect of this agreement or in respect of the rights, duties and liabilities
    of any partner or his personal representatives whether in connection with
    the conduct or winding-up of the affairs of the partnership, such doubt or
    difference shall be submitted to a single arbitrator to be appointed by the
    President for the time being of the Institute of Chartered Accountants in
    England and Wales.

Comment Without an arbitration clause it is open to any partner to pursue a dispute through the

courts. Nothing injures a business more than an open dispute between partners. Arbitration, which may

be quicker and sometimes cheaper than court litigation and certainly more private, should always be

considered. Also, it should be less confrontational than legal proceedings and so do less damage to the

relationship between the partners, though the fact that even an arbitration is necessary means that

some damage has already been done.

Arbitration

IN WITNESS whereof the parties hereto have hereunto set

their hands and seals the day and year first above-mentioned.

Signed as a deed by the

above-named John Jones in the

presence of,

George Blake,

42 Hill Top,

Barchester.

Signed as a deed by the

above-named Jane James in the

presence of,

George Blake.

Signed as a deed by the

above-named William Pitt in the

presence of,

George Blake.

Note Partnership deeds also usually contain complex provisions relating to life assurance for retirement, annuities
for partners’ dependants in the case of death, and annuities to partners in the event of permanent incapacity. There
are often, also, much more complex provisions relating to payments to be made to any partner on death or retirement
and the continuation of the partnership for tax purposes. However, these do not assist in the understanding of the
Partnership Act 1890 and involve knowledge of matters not dealt with in this text. They have accordingly been omitted.