annum, in lieu of profits, from such annual account, or in case of bankruptcy or insolvency, at the option of the assignee, at an amount to be ascertained by arbitration, under the provision hereinafter contained; but less any sums withdrawn by him in the meantime in diminution of his share of capital or profits; and the balance, with such per cent. added, or the amount ascertained by arbitration, as the case may be, shall be considered a debt owing from the partnership to the deceased, bankrupt, liquidating or compounding partner, or his executors, administrators or assignee, and shall be paid by three equal instalcalendar months, with interest per cent. per annum; and all necessary deeds and assurances shall be executed for vesting the share of such partner in the surviving or other partners. ments at thereon at the rate of and 1. See ante, vol. 5, § 4952. 6073. Power of expulsion. If either partner shall infringe any of the clauses herein contained, or become insane, or enter into any arrangement or.composition for the benefit of his creditors, or shall (without the consent of the other partner) make any assignment either absolutely or by way of mortgage, or declaration of trust of all or any of his share and interest in the partnership, the other partner may forthwith determine the partnership by written notice, left at the place of business, and may henceforth continue the business alone, and may advertise notice of the dissolution in the (newspaper), and, if necessary, sign the infringing partner's name to such notice of dissolution. 1. See ante, vol. 5, § 4952. 6074. Power to determine partnership by notice. If at any time after the day of, 19—, any partner shall desire to retire from the partnership, he shall be at liberty to give to the other partners or partner, or to leave for them or him at the place where the business shall for the time being be carried on, written notice thereof, and of his intention to determine the partnership so far as he is concerned; and the partnership shall, at the expiration of months after the giving or leaving of such notice, determine accordingly as regards the partner giving such notice. 1. See ante, vol. 5, § 4952. 6075. Provision for sale of interest of deceased partner. If any partner shall die during the partnership, then and in such case his executors or administrators, or any person or persons to whom he may by will bequeath the same, shall be entitled to his share in the firm capital, stock, property and effects and may either continue a partner or partners in the business in respect and to the extent of his share and interest of such deceased partner, or may sell the same in the manner hereinbefore provided with respect to a sale by any living partner of his share and interest. 1. This is usually regulated to a great extent by statute. 6076. Upon dissolution dormant partner to receive his full share of capital. That upon the dissolution of the said partnership by lapse of time, the death of either of the said partners, or by such notice to be given by the said (dormant partner), as aforesaid, the said (dormant partner), his executors or administrators shall in the first place receive out of the said partnership joint stock and effects the full sum of dollars, being the full amount of the capital contributed by him, in satisfaction of his share thereof, without any deduction or abatement on account of any losses or other expenses which may have been incurred in the carrying on of the said business; which said sum of dollars shall be paid to the said (dormant partner), his executors or administrators, by the bond of the said (acting partners), by four equal instalments, at three, six, nine and twelve calendar months, to be computed from the time of the dissolution of the said partnership, together with interest for the same at the rate of per cent. per annum, to be computed from the time of such dissolution. In case the said partnership stock and effects shall prove insufficient to pay unto the said (dormant partner), his executors or administrators the said sum of dollars, then and in such case the same shall be made good by the said (acting partners), their executors or administrators, out of his or their own separate estate. 1. See BONDS, 5505-5507, 5510. 6077. Good will not to be sold on dissolution. On the dissolution of said partnership the good will of the business shall not be sold, but each partner shall be at liberty to commence and carry on a similar business in his own or other name not identical with the firm name and to send circulars to the firm customers announcing the facts of the dissolution and commencement of business by former partner. 6078. Good will to be sold on dissolution. On the dissolution of said partnership, if the said business is sold as a going concern, the good will shall be treated as a partnership asset, and no partner (unless he shall be the purchaser of such business) shall, for years from the completion of such sale, directly or indirectly carry on or be concerned or interested in the business of as principal, agent, manager, traveler or servant within miles from the place of business of said partnership. 6079. Purchase of share in partnership including good will. In the event of the death or retirement of any partner and the purchase of his share by another partner the good will of the business shall be regarded as part of the partnership assets, and the value thereof shall be deemed to be times the average annual profits of the partnership for the then last preceding years or from the commencement of the partnership, whichever A retiring partner whose share is purchased be the shorter. shall not, for years after such purchase, directly or indirectly carry on or be concerned or interested in the same business as principal, agent, manager, traveler or servant within miles from the place of business of said partnership. 6080. Vacations. Each partner shall be entitled to year. In the first year of the partnership the said weeks' vacation in each shall have the first choice of the time at which he shall take his vacation and in all succeeding years the choice shall be made by the partners alternately. 6081. Provision for payment of deceased partner's share to representatives. In the event of the death of any partner, an account and statement shall be taken and made out of his share of the capital and effects of the partnership, and of all unpaid interest and profits belonging to him up to the time of his decease, for which purpose a valuation shall be made of any assets or effects requiring valuation, and the amount so ascertained to be due and owing to the deceased partner shall be paid by the surviving partners to his representatives within calendar months from his decease, with interest thereon from his decease until payment at the rate of per cent. per annum; and on such payment the share of the deceased partner in the partnership property and effects shall go and belong to the surviving partners in the proportions in which they shall have contributed to the purchase thereof. 1. This is generally regulated by statute. 6082. Option to representatives of deceased partner to continue in partnership. If any partner shall die before the expiration of the partnership, his representatives shall have the option, to be declared by notice in writing given to the surviving partners or partner, or left at the firm counting-house or office, within calendar months after his death, of succeeding to his share in the said business as from his death as silent partners; and if such option shall be exercised, the said business shall be carried on during the residue of the said term as from the death of such deceased partner as nearly as may be according to the provisions hereof, so that the deceased partner's representatives shall succeed to his share in the said business, and be substituted for him as silent partners only: provided also, that in case the representatives of a deceased partner shall elect to become silent partners, by virtue of such option as aforesaid, all proper instruments for carrying the provisions of this present clause into effect shall be executed and made between them and the surviving partners or partner. 6083. Winding up on dissolution. Upon the dissolution of the partnership a full and general account of the firm assets, liabilities and transactions shall be taken, and the assets and property thereof shall, as soon as practicable, be sold, the debts due the partnership collected, the proceeds applied, first, in discharge of the firm liabilities and the expenses of liquidating the same; and next, in payment to each partner or his representatives of any unpaid interest or profits belonging to him, and of his share of the capital; and the surplus, if any. shall be divided between the partners or their representatives in the shares in which they contributed the firm capital; and the partners or their representatives shall execute all such instruments for facilitating the collection and division of the partnership property and for their mutual indemnity and release, as may be requisite or proper. 1. See ante, vol. 5, ch. 152. 6084. Amount and division of property upon dissolution. That at the end of their partnership the said partners will make each to the other full and correct accounts of all things relating to their said business, and will in all things truly adjust the same; and that all the stock and effects, and the gains and increase thereof, which shall then appear to be remaining either in money, goods, wares, fixtures, debts or otherwise, shall be divided between them in the same shares and proportion that they have contributed the firm capital. 6085. Final general account and valuation to be taken and debts got in. Within days after the dissolution of the partnership, a full and general account and balance-sheet shall be taken and made of the firm property, assets and liabilities; and a full and particular inventory and valuation of all the firm machinery, plant, tools, utensils, stock-in-trade, materials and effects shall be made by or such other person or persons as the of |