(4) Multiplying the result of such division by two.

TWENTY-FIRST. That, in the event of the happening of any of the contingencies provided for in articles "Sixteenth," "Seventeenth," "Eighteenth," or "Nineteenth" hereof, during the term fixed for the continuance of the partnership, the said partnership shall not be thereby dissolved, but shall be continued by the continuing, or surviving, parties, for the remainder of the term fixed for the continuance of this partnership, upon the terms and conditions herein set forth; and the interest of any party in the partnership which may have ceased to exist, by virtue of any of the provisions contained in any of said articles, shall belong to, and vest in, the continuing, or surviving, parties, share and share alike, and such continuing, or surviving, parties, shall thereafter divide and bear equally all net profits, or net losses, which may thereafter be earned or suffered.

TWENTY-SECOND. That, if one party shall have elected to retire from the partnership, or shall have become so physically disabled as to be unable to attend to the business, or profession, of the partnership, or shall have been expelled from the partnership, in accordance with the provisions hereof, then and thereafter this partnership shall cease and determine, anything to the contrary hereof notwithstanding, if and when any other party thereafter shall elect to retire from the partnership, or thereafter shall become so physically disabled as to be unable to attend to the business, or profession, of the partnership, or thereafter shall be guilty of misconduct of such a character as to render it impracticable to carry on the partnership business or profession.

TWENTY-THIRD. (a) 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 of the assets of the partnership then remaining shall be divided in specie between, or among, the then partners, share and share alike.

(b) That, upon the termination of the partnership, as provided in sub-paragraph "(a)" of this article, none of the parties, who shall then be members of the partnership, shall thereafter use, or employ, the firm name, but each of such parties may advertise, or announce, that he was formerly a member of the partnership.

TWENTY-FOURTH. (a) That, if any disagreement shall arise be

tween, or among, the parties, in respect of the conduct of the business, or profession, of the partnership, 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, if at any such time, the members of the partnership shall number three, then each such party shall appoint one such arbitrator, and the award of a majority of such arbitrators shall be binding and conclusive upon the parties hereto; but, if the members of the partnership shall be only two in number, then, and in such event, each of such two parties shall appoint one such arbitrator, and the two so chosen shall, thereupon, select the third arbitrator; and the award of a majority of such arbitrators shall be binding and conclusive upon the parties hereto.

(b) That the appointment of such arbitrators by the respective parties shall be made by each of said parties within five (5) days after receiving notice from the other, or others, to make such appointment. The failure of any party so to appoint an arbitrator shall authorize the other, or others, to make an appointment for the one so in default; and if, in consequence of the exercise of such power, two arbitrators shall be so appointed, in such event, such two arbitrators shall select a third arbitrator, within five (5) days after their appointment. If such two arbitrators shall fail, or shall be unable, within such time, to select a third arbitrator, or if any two of the parties hereto shall, within five (5) days after the failure of any party to appoint an arbitrator, be unable to agree upon an arbitrator, to act in behalf of any such party so in default, then, and in any such event, any judge of the Supreme Court, New York County, upon application made by any party hereto for that purpose, is hereby authorized and empowered to appoint such additional arbitrator.

(c) The award to be made by the arbitrators hereunder shall be made, within five (5) days after the appointment of the third arbitrator.

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.).

Richard Roe (L.S.).

Henry Koe (L.S.).

[Annex Schedule of Assets Contributed by Partners.]

No. 334.

Agreement of limited partnership.3

AGREEMENT, made January 5, 1923, between John Doe, residing at No. 111⁄2 Main Street, Tuxedo, New York (herein called the "First Party"), Richard Roe, residing at No. 371⁄2 Broadway, Borough of Manhattan, New York City (herein called the "Second Party"), Henry Koe, residing at No. 572 Main Street, Syracuse, New York (herein called the "Third Party"), and John Smith, residing at No. 35 Main Street, Bar Harbor, Maine (herein called the "Fourth Party"),

WHEREIN IT IS MUTUALLY AGREED, AS FOLLOWS:

1. That the parties hereto agree to form, and hereby do form, a limited partnership, pursuant to the provisions of Article IV of the Partnership Law of the State of New York, for the purpose of conducting in New York City a general stock exchange brokerage and commission business in gold, stocks, bonds, and other securities, and in cotton, grain, petroleum, produce and other merchandise.

2. That the First and Second Parties hereto shall be the general partners, and that the Third and Fourth Parties hereto shall be the special partners, in said partnership.

3. That said partnership shall be conducted, under the firm name and style of "Doe & Company."

4. That said partnership shall commence on the 5th day of January, 1923, and shall continue until the first day of January,

1925.

5. (a) That the First Party, as such general partner, shall contribute, as capital to the common stock of the said partnership, at the commencement thereof, the sum of two hundred thousand ($200,000) dollars in cash, provided, however, that the seat in the New York Stock Exchange, now owned by the said First Party, may, at his option, be held by him for the benefit of the said partnership, and be treated as an asset of the said partnership; and, in that case, the said First Party shall be credited with the market value of the said seat, as of the time of the commencement of the said partnership, on account of his contribution to the common stock of the said partnership. But the First Party may, however,

3 Adapted from Post v. Thomas (1917), 220 N. Y. 735, 116 N. E. 1070.

at any time, pay to the partnership in cash the amount so credited to him on the books of the partnership as the value of said seat, and shall, thereafter, hold and dispose of the said seat as his own property absolutely.

(b) That the Second Party, as such general partner, shall contribute, as capital to the common stock of the said partnership, at the commencement thereof, the sum of one hundred thousand ($100,000) dollars in cash.

(c) That the said Third and Fourth Parties, as such special partners, shall each contribute, as capital to the common stock of the said partnership, at the commencement thereof, the sum of one hundred thousand ($100,000) dollars in cash.

6. That the profits, which may accrue from the business of the said partnership, after deducting therefrom all of the expenses and outlays, attending the conduct and management of the said business, and all losses that may be sustained therein, shall be divided, as follows:

(a) In each year, wherein the profits of the partnership shall not exceed the sum of seventy-five thousand ($75,000) dollars, each special partner shall receive a sum equal to six (6%) per cent of the capital contributed by him to the common stock of the partnership.

(b) In each year wherein the profits of the partnership shall exceed the sum of seventy-five thousand ($75,000) dollars, each special partner shall receive a sum equal to six (6%) per cent of the capital contributed by him, and an additional sum equal to two (2%) per cent of the capital contributed by him for each twenty-five thousand ($25,000) dollars of profits made by the partnership in said year in excess of the sum of seventy-five thousand ($75,000) dollars, but not exceeding the sum of one hundred and twenty-five thousand ($125,000) dollars; and each special partner shall receive a further sum equal to five (5%) per cent of all profits of said partnership, made in any year, in excess of the said sum of one hundred and twenty-five thousand ($125,000) dollars.

(c) The balance of the profits in each year, after the deduction of the sums so to be paid to the special partners, as aforesaid, shall be divided among the general partners in the proportion of twentyfive (25%) per cent thereof to the said Second Party, and seventyfive (75%) per cent thereof to the said First Party.

(d) The general partners, jointly and severally, guarantee that each special partner shall receive, in each year, during the continuance of the partnership, on account of his share of the profits of said partnership, a sum equal to six (6%) per cent of the amount of his contribution to the common stock of the partnership; and, in case, in any year, either of the special partners shall not receive, on account of the profits of the partnership, a sum equal to such six (6%) per cent of the amount of his said contribution, then the said general partners, jointly and severally, shall pay to each such special partner, at the end of each year, the difference, if any, between the amount of such special partner's share of the profits in the partnership and such six (6%) per cent of the amount of his contribution.

(e) That any losses suffered, or incurred, in and about the business of the partnership, shall be borne by all the parties in the same proportion in which they are entitled, as aforesaid, to share in the profits of the partnership, but neither special partner shall, in any event, be liable for, or subject to, any loss whatsoever, beyond the amount of capital contributed by him, as aforesaid, to the common stock of the partnership, nor shall either special partner be personally liable for any debts, engagements, or losses, of the said partnership, in any event, or to any extent whatsoever.

7. That, upon the termination, or dissolution, of the partnership, a full account of the assets and liabilities of the partnership shall be taken, the assets shall be liquidated as promptly as possible, and the proceeds thereof shall be applied, as follows:

(a) To the payment of the debts and liabilities of the partnership, and the expenses of liquidation.

(b) To the repayment of the capital contributed by the special partners, or such portion thereof as can be paid out of the assets of the partnership then remaining, said special partners sharing equally in case said assets shall not be sufficient to repay such contributions in full.

(c) To the repayment of the capital contributed by the general partners, or such portion thereof as can be paid out of the assets of the partnership then remaining, said general partners sharing pro rata, according to the amounts of their original contributions of capital, in case such assets shall not be sufficient to repay such contributions in full.

(d) The surplus, if any, of the said assets remaining, shall be