event, the First Party shall have the right, within sixty (60) days after the time that the Third Party shall have ceased to work for, or be employed by, the Second Party, to purchase from the Third Party, at the par value thereof, all of the shares of the capital stock of the Second Party, owned by the Third Party. 3. That the First Party guaranties that the dividends upon the shares of capital stock of the Second Party, while owned by the Third Party, shall amount to not less than six (6%) per cent per annum, for the period of five years from the date hereof; and in case the dividends paid, during any year, or years, of such period, shall be less than six (6%) per cent, the First Party shall personally pay to the Third Party, at the end of each year, the difference, if any, between the dividend, or dividends, which shall have been declared and paid by the Second Party, and the said amount of six (6%) per cent. 4. That the Third Party shall not sell, assign, transfer or pledge any of the shares of capital stock of the Second Party, owned by the Third Party (except as hereinbefore provided), without first giving to the First Party sixty (60) days' notice in writing to purchase said shares of capital stock, at the par value thereof. 5. That if the First Party shall not purchase and pay for such shares of capital stock, within sixty (60) days after written notice shall have been given to him, then, and in such event, the Third Party shall have the right to sell, assign, transfer or pledge such shares of capital stock, or any part thereof, to, or with, any person, or persons, corporation, or corporations; but it is expressly understood and agreed that the remedy herein provided for shall be in addition to, and not exclusive of, any other remedy, or remedies, which the Third Party otherwise might avail himself of under, or by virtue of, any of the provisions, terms and conditions of this agreement. 6. That the shares of capital stock issued and delivered to the Third Party shall have stamped, upon the face thereof, a statement that such stock is issued and held, under and pursuant to the terms of this agreement; and that a copy of this agreement shall be filed in the office of the Second Party; and that no sale, assignment, transfer, or pledge, of any such shares of capital stock of the Second Party, owned by the Third Party, shall be binding, or valid, if the same shall be in contravention of any of the terms, provisions or conditions of this agreement; and the First and Second Parties shall not recognize, or be compelled to recognize, as binding, or valid, any such sale, transfer, assignment, or pledge, of any such shares of capital stock owned by the Third Party, if so made in contravention of any of the terms, provisions or conditions of this agreement. 7. That all notices provided for herein shall be given by registered mail, addressed to the First Party, at the address appearing on the books of the Second Party, at the time such notice shall be given. 8. That this agreement shall bind the parties hereto, and their respective heirs, representatives and assigns. IN WITNESS WHEREOF, the Second Party has signed this instrument, by its President, thereunto duly authorized, and has caused its corporate seal to be hereunto affixed, attested by its Secretary, and the First and Third Parties have hereunto set their hands and seals, the day and year first above written. Doe Laundry Co., Inc., By John Doe, (Seal) Attest: Henry Koe, John Doe (L.S.). CHAPTER XVII PARTNERS Section 1.-Agreements of Partnership. No. 332-Agreement of partnership-short form. Section 2.-Miscellany. No. 335-Agreement of dissolution of partnership. No. 336-Clause continuing partnership among surviving partners. No. 337-Clause continuing partnership with personal representa tive of deceased partner. No. 338-Clause providing one party shall contribute sums in excess of his contribution to the partnership, upon written request of the other party. No. 339-Clause providing for increase of capital of partnership, upon written request of majority. No. 340-Clause providing for distribution of securities, upon dissolution of partnership. SECTION 1.—AGREEMENTS OF PARTNERSHIP. No. 332. Agreement of partnership-short form.1 AGREEMENT, made January 5, 1923, between John Doe, residing at No. 112 Broadway, Borough of Manhattan, New York City (herein called the "First Party"), and Richard Roe, residing at No. 371⁄2 Broadway, Borough of Manhattan, New York City (herein called the "Second Party”), 1 Cf. Solomon v. Solomon (1847), 2 Ga. 18; Bradbury v. Smith (1842), 21 Me. 117; Near v. Lowe (1885), 56 Mich. 632, 23 N. W. 448; Po88 v. Gottlieb (1922), 118 Misc. 318, 193 N. Y. Supp. 418. WHEREIN IT IS MUTUALLY AGREED, AS FOLLOWS: 1. That the parties hereto shall, as partners, engage in and conduct the business of buying, selling and dealing in dry goods, at wholesale and retail. 2. That the name of the partnership shall be John Doe & Co. 3. That the term of the partnership shall begin on January 5, 1923, and shall end on January 4, 1925. 4. That the place of business of the partnership shall be located at No. 572 Broadway, Borough of Manhattan, New York City. 5. (a) That the capital of the partnership shall be the sum of ten thousand ($10,000) dollars; and that each party shall contribute thereto, contemporaneously with the execution of this agreement, the sum of five thousand ($5,000) dollars in cash. (b) That neither party's contribution to the capital of the partnership shall bear interest in his favor. 6. That the said capital of the partnership, and all other moneys of, as well as all instruments for the payment of moneys to, the partnership, shall be deposited in the name of the partnership, in the Koe Trust Company, in the Borough of Manhattan, New York City, and all moneys credited therein to the partnership shall be subject to withdrawal only by check, made in the name of the partnership, and signed jointly by the parties hereto. 7. (a) That neither party shall, without the consent of the other, advance any moneys to the partnership, beyond the amount of his aforesaid contribution to the capital thereof; but any advance, if made by one party, with the consent of the other, shall bear interest, at the rate of six (6%) per cent per annum. (b) That if either party shall, with the consent of the other, become indebted to the partnership, then such indebtedness shall bear interest, at the rate.of six (6%) per cent per annum. 8. That each party shall devote all of his time and attention to the business of the partnership, and shall not, during the term of this partnership, either directly or indirectly, engage in any other business. 9. (a) That full and accurate accounts of the transactions of the partnership shall be kept in proper books, and each party shall cause to be entered upon said partnership books a full and accurate account of all of his transactions in behalf of the partnership. (b) That the books of the partnership shall be kept at the place of business of the partnership, and each party shall, at all times, have access to, and may inspect and copy, any of them. 10. That each party shall be entitled to draw one hundred ($100) dollars a week from the funds of the partnership. 11. That neither party shall, without the consent of the other party, make, execute, deliver, endorse, or guaranty, any commercial paper, nor agree to answer for, or indemnify against, any act, debt, default, or misconduct of any person, or partnership (other than that of the parties hereto) or corporation. 12. (a) That, at the end of each calendar year, a full and accurate inventory shall be prepared, and the assets, liabilities and income, both gross and net, shall be ascertained, and the net profits, or net loss, of the partnership, shall be fixed and determined. (b) That the net profits, or net loss, shall be divided equally between the parties hereto, and the account of each shall be credited, or debited, as the case may be, with his proportionate share thereof. 13. That, at the termination of this partnership, by the expiration of its term, or by reason of any other cause, a full and accurate inventory shall be prepared, and the assets, liabilities and income, both gross and net, shall be ascertained; that the debts of the partnership shall be discharged; and all moneys and other assets of the partnership, then remaining, shall be divided in specie, between the parties, share and share alike. 14. That, if any disagreement shall arise between the parties, in respect of the conduct of the partnership business, or of its dissolution, or in respect of any other matter, cause, or thing, whatsoever, not herein otherwise provided for, the same shall be decided and determined by arbitrators, and each party shall select one of such arbitrators, and both of such arbitrators shall select a third arbitrator, and the decision of two of such arbitrators, when made in writing, shall be conclusive upon the parties hereto. IN WITNESS WHEREOF, the parties hereto have hereunto set their hands and seals, the day and year first above written. In the presence of John Jones. John Doe (L.S.). |