Jude Hanbury Partnership Indenture (1887)

Post date: Nov 30, 2016 1:36:41 PM

Deborah Goacher has kindly given me access to an original copy, in her possession, of the Partnership Indenture made in April 1887 between William Jude and Ernest Osgood Hanbury (of Teston). The attached word file is a transcription of the document which is summarised below.

From November 1874 Jude and Hanbury had been in partnership with Geoffrey Burrell who had "since deceased". In March 1885 Jude and Hanbury had entered another partnership agreement. They now agree to continue partnership as "Common Brewers" at Wateringbury on terms of this Indenture as Jude Hanbury & Co (same name as at present). Existing partnership capital and assets to continue as before. Both partners to consent before increase/decrease of capital and "ascertained" profits left undrawn in business to accrue interest at 5% p.a.

Hanbury's undrawn profits already exceed £10,000 and he is to receive to lots of £1,000 from partnership in April and May 1887.

Jude to be manager of business from 1st January 1887 and Hanbury "shall not in any way interfere in management or conduct " of said business. Non-compete obligation on Jude.

Bankers to be London and County Banking Company, Maidstone. No "borrowed moneys".

Hanbury to have right to veto giving of credit to anyone he notifies Jude that he distrusts.

Jude to have right

• • • to borrow on account of partnership (with or without giving security) up to £2,000 without Hanbury's consent .

    • to buy and sell property without Hanbury's consent in names of both partners.

Hanbury to have right to inspect accounts and documents of partnership.

Moss Collins and Company of 12 Queen Victoria Street, London to be accountants of partnership.

Each partner has right to draw £200 per month in respect of expected share of profits.

Profit after interest to partners on undrawn profits to be divided equally between Jude and Hanbury. Jude to be paid £1,000 p.a. for his management of business provided profits of at least £2,000.

If capital of business reduced to £18,000 or less at any year end then either partner may give one month's notice to terminate partnership. Otherwise 12 months notice needed to retire. Continuing partner has option to buy retiring partner's share on giving 6 months notice . Otherwise business to be sold. Non-compete obligation on retiring partner within 5 miles of Wateringbury Brewery. On death of one partner other can exercise option to buy deceased's share within 6 months and if not exercised business sold. Provisions concerning the valuation of the business in case or death or retirement.

"The illness or incapacity of the said ...Hanbury shall not terminate the Partnership." No person acting as Committee of Estates for Hanbury shall have right to inspect books. [Note this clause is specific to Hanbury only so implies his mental illness contemplated].

Arrangements to run until 1st January 1892.

Disputes to be referred to two Arbitrators.