38.1.4 commits any fundamental breach (other than as specified above) of this Deed
which (if capable of being remedied) is not remedied within fourteen (14) days of
a request from the other Partners to do so,
then and in any such case the other Partners (but only if they are more than one) may
(notwithstanding the provisions of this Deed in relation to the duration of this Deed) at any
time within three months after becoming aware give notice in writing to that Partner (“the
Defaulting Partner”) immediately to terminate the Partnership so far as concerns the
Defaulting Partner.
38.2 In such circumstances, the Partnership shall be terminated so far as regards the Defaulting
Partner but without prejudice to the remedies of the Continuing Partners for any antecedent
breach of any of the provisions of this Deed.
38.3 The Continuing Partners shall acquire the share of the Defaulting Partner against whom the
Partnership is terminated in the capital and assets of the Partnership upon the terms set out
in this Deed.
39 MANAGEMENT AND MEETINGS
39.1 Unless otherwise provided in this Deed or agreed by the Parties, all matters which may
arise during the continuance of the Partnership relating to or affecting the management or
conduct of the affairs of the Partnership shall be decided by a [majority of votes] of the
Partners with each Partner having one vote per percentage of profits that he is entitled to
from time to time.
39.2 At a meeting of Partners at which a resolution for the expulsion of any Partner is sought the
Partner in question shall be entitled to be advised a reasonable time before the meeting of
the grounds of its proposed expulsion and shall be entitled to attend the meeting and to be
heard at that meeting.
39.3 No single resolution for expulsion shall relate to more than one Partner, and all of the
Partners other than the Partner whose expulsion is sought must vote in favour of the
expulsion resolution or ratify it in writing.
39.4 The day to day management of the Partnership shall be the responsibility of the Managing
Partner.
40 BOOKS OF ACCOUNT
40.1 Proper books or records of account shall be kept by the Partners and entries made of all
such matters and transactions.
40.2 The books or records of accounts shall not be removed from the Partnership premises, and
each Partner may (by duly authorised representative) at any reasonable time within normal
business hours inspect the books of account of the Partnership and examine the details or
prospects of the Partnership business.
40.3 As soon as reasonably practicable but not later than [] in each year (or on such other date
as the Partners may agree) the Partnership shall instruct the Accountants to prepare an
account of the assets and liabilities and all dealings and transactions of the Partnership
during the then preceding Accounting Period or other period and of all matters and things
usually included in accounts of a like nature (including without limitation due provisions
for Taxation) and in taking such account a fair valuation shall be made of all things
requiring valuation.
40.4 The Accountants shall prepare the partnership accounts for approval by all of the Partners
within [ ( )] months of the end of the financial year or other Accounting Period to
which the accounts relate.
40.5 The Partnership accounts shall be signed by a duly authorised representative on behalf of
all the Partners and when so signed shall be binding on all of them except that if any
manifest error shall be found in the accounts and signed by any Partner to the other
Partners within [ ( )] months after such signature then such error shall be rectified.
40.6 In the event that the accounts are not approved by all of the Partners within [] months of
the date on which they are submitted to them by the Accountants, the Partners shall refer
the matter(s) in dispute to an independent chartered accountant (“the Independent
Accountant”), who shall act as an expert and not as an arbitrator, to be appointed for the
purpose in default of agreement between the Partners by the President for the time being of
the Institute of Chartered Accountants in England and Wales, whose determination of the
matter(s) in dispute shall be conclusive and binding on all of the Partners (in the absence of
manifest error).
40.7 The costs of the Independent Accountant referred to above shall be borne by the
Partnership unless it otherwise directs. The Partners shall (and shall procure that the
Accountants shall) make available to the Independent Accountant such working papers,
documents and other information in their possession or control in order to enable the
Independent Accountant to settle the matter(s) in dispute.
41 OUTGOING PARTNER
41.1 Without prejudice to any powers of expulsion vested in the Partners by this Deed or
otherwise during the continuance of that notice), any Partner shall be entitled to retire from
the Partnership at any time on giving not less than [ ( )] months’ notice in writing in
that regard.
41.2 In the event of any of the Partners ceasing to be a Partner for any reason the following
provisions of this clause shall have effect.
41.3 Following the Succession Date, the Accountant shall prepare accounts with the resulting
profit or loss shown to be attributable to the Outgoing Partner as reduced by the relevant
proportion.
41.4 The amount in the accounts which appear to be due to the Outgoing Partner in respect of
interest on capital and undrawn profits in accordance with this Deed and in respect of the
proportion of his share of the Net Profits of the Partnership down to the date of his ceasing
to be a Partner calculated in accordance with this Deed shall with all convenient speed but
in any event within [ ( )] months of the end of the accounting period during which
such cessation takes place be paid to the Outgoing Partner but without interest.
41.5 The share of the Outgoing Partner in the Net Profits of the Partnership accruing after the
date of such cessation shall be eliminated and the Continuing Partners shall be entitled to
such profit in the proportions shown opposite their names in this Deed (adjusted to exclude
the Outgoing Partner for this purpose) without the Outgoing Partner or their estate or any
person being entitled to any part or to any payment.
41.6 The amount credited to the capital account of the Outgoing Partner in the books of the
Partnership as shown upon preparation of the accounts shall be paid to the Outgoing
Partner and the Outgoing Partner shall from the Succession Date have no interest in the
assets or the Business of the Partnership which shall accrue to vest in and belong to the
Continuing Partners in the proportions specified in this Deed.
41.7 The amount to be paid to the Outgoing Partner shall be paid in four equal annual
instalments the first instalment in every case being paid within [ ( )] months of the
end of the Accounting Period during which the Succession Date falls and the remaining
instalment being paid within [ ( )] months on the following dates:
41.7.1 [];
41.7.2 [].
41.8 Interest shall be paid at the rate which is [] per cent per annum above the Bank’s base rate
for the time being and from time to time on the whole or any part of the said capital sum
unpaid from the date on which the Outgoing Partner ceases to be a Partner.
41.9 If the said instalments or interest on any part the Instalment shall be in arrears and unpaid
for [] days after the time appointed for payment then the whole balance of the said capital
sum then remaining unpaid shall become payable immediately and shall carry interest at
the rate which is [] per cent per annum above the Bank’s base rate for the time being and
from time to time until paid.
41.10 The Continuing Partners may at any time pay in advance or make payments on account of
any of the unpaid sums or instalments referred to in this clause.
41.11 The liability of the Continuing Partners for any payment to be made under this Deed to the
Ongoing Partner shall be joint and several but as between themselves shall be borne in the
proportions specified in this Deed as Continuing Partners.
41.12 During the period of [] ([]) months following the date on which the Outgoing Partner
ceases to be a Partner the Outgoing Partner or its professional advisers shall be permitted
upon reasonable advance notice in writing to inspect the books of account, records, letters
and other documents of the Partnership during normal business hours so far as they relate
to any period preceding the Succession Date on which the Outgoing Partner ceases to be a
partner provided that all information so obtained shall be kept strictly confidential by the
Outgoing Partner or its duly authorised agent.
41.13 The Outgoing Partner shall execute and do all such documents, deeds, acts and things as
the Continuing Partners may reasonably request for the purpose of enabling the Continuing
Partners to recover, collect and enforce the book debts and the other assets of the
Partnership or for the purpose of conveying, assigning or transferring to the Continuing
Partners any of the Partnership property which immediately prior to the date on which the
Outgoing Partner ceases to be a Partner was vested in the Outgoing Partner as one of the
Partners or in trust for the Partnership.
41.14 Upon the retirement or expulsion of any of the Partners, all Partnership property, lists of
clients, tapes, disks, letters and other documents relating to the business of the Partnership
shall remain in the hands of or be delivered by the Outgoing Partner to the Continuing
Partners and the Outgoing Partner shall not retain copies of any of them. Title in and
copyright in all such documents shall vest in the Partnership absolutely.
42 APPOINTMENT OF ATTORNEY
42.1 Each Partner irrevocably appoints every other Partner and the person deriving title under
the last surviving or Continuing Partner to be its attorney in the event of the Partnership
being dissolved, only for the purposes of getting any assets and completing payment of any
debts of the Partnership and of giving notice to any clients or suppliers of the Partnership
and for these purposes, the attorney may make or execute any relevant deed or instrument.
42.2 In consideration of the covenants by the other Partners contained in this Deed each of the
Partners irrevocably appoints each and any of the other Partners as its attorney for the
purpose of signing executing and doing all notices, documents, deeds, acts and things
which in accordance with the provisions set out in this Deed in relation to an Ongoing
Partner are or may be at any time required to be signed, executed or done by it.
43 ADMISSION OF NEW PARTNERS
43.1 In the event that any Partner wishes to invite a new Partner into the Partnership, that
Partner must obtain the unanimous consent of the other Partners.
43.2 In the event that any person is invited to become a new Partner in the Partnership, the
proportion in which such person will be entitled to share in the Net Profits of the
Partnership will commence at such level as may be determined by the Partners at that time.
44 NOTICES
44.1 Any notice given in connection with this Deed must be in writing and may be served by
hand or by leaving it at or sending it by registered recorded delivery or courier to the party
at the addresses set out at the beginning of this Deed (or to such other address as the
recipient may notify to the other parties for the purpose of the service of notices).
44.2 Such notice will be effectively served:
44.2.1 on the day of receipt, where any hand delivered letter or fax message is received
on any Business Day before or during normal working hours;
44.2.2 on the following Business Day where any hand delivered letter or fax message is
received either on any Business Day after normal working hours or on any day
which is not a Business Day; or
44.2.3 on the second Business Day following the day of posting of any registered
recorded delivery or certified letter sent postage prepaid.
45 DISSOLUTION
On any dissolution of the Partnership its affairs shall be wound up in accordance with the
Partnership Act 1890; provided that the ultimate residue (if any) of the Partnership’s assets or
the apportionment of any losses shall be divided or attributed between the Partners in the
proportions in which they are entitled to share in the Net Profits of the Partnership for the
time being.
46 GOVERNING LAW AND JURISDICTION
46.1 The parties submit to the exclusive jurisdiction of the Courts of England.
46.2 This Deed shall be governed by the laws of England.
EXECUTED as a DEED by
[]
in the presence of:
EXECUTED as a DEED by
[]
in the presence of