ATTORNEY’S
PAYMENTS TO DECEASED PARTNER'S ESTATE
AGREEMENT
made __________________________ (Month & Day), __________ (Year) among the
following persons: __________________________________
__________________________________
__________________________________
1. Business. The parties hereby form a partnership to
engage in the general practice of law. The principal office of the partnership
is to be located at ____________________________ or at such other place in
________________________________ as the parties may agree.
2. Firm name. The name of the partnership shall be
_______________________________. If any member of the partnership shall permanently
retire from the practice of law or shall die, his name may, in the discretion
of the other partners, be continued as part of the firm name, without any
obligation therefor to such retired partner or to the estate of such deceased
partner.
3. Term. The partnership shall begin on
__________________________ (Month & Day), __________ (Year) and shall
continue until __________________________ (Month & Day), __________ (Year)
and from year to year thereafter until terminated as herein provided.
4. Capital. The capital of the partnership shall consist
of the following items:
__________________________________________________________________________
__________________________________________________________________________
__________________________________________________________________________
The
partners shall each have separate capital accounts. Each partners capital account shall be determined and maintained
throughout the term of the partnership in accordance with the requirements of Section
704(B) of the Internal Revenue Code of 1986, or its counterpart in any
subsequently enacted Internal Revenue Code (the Code), and any of the Treasury
Regulations (the Regulations) promulgated from time to time thereunder.
5. Profit
and loss. The net profits
and losses of the partnership shall be divided and borne equally among the
partners. The profits and losses of the
partnership shall be determined in the manner in which the partnership reports
its income and expenses for federal income tax purposes.
6. Salaries
and drawings. No partner
shall receive any salary for services rendered to the partnership. The partners shall each have separate
drawing accounts, and withdrawals during each year shall be in amounts agreed
upon from time to time by the partners.
Any amounts so withdrawn shall be charged against the respective
partners distributive share of the profits of the partnership business. If a partner has a debit balance in his
drawing account, it shall be deemed a debt due to the partnership, payable upon
the demand of any partner.
7. Management,
duties, and restrictions.
All of the partners shall participate in the conduct of partnership
affairs and each partner shall devote his entire time thereto. No partner shall, directly or indirectly,
engage in any other business or occupation without the consent of the other
partners, but nothing herein contained shall prohibit the activity of any
partner in investing or trading in securities, bonds, commodities, or other
forms of investment, for his own benefit.
No partner shall, without the consent of the other partners, make, draw,
accept, or endorse any bill of exchange, promissory note, or other engagement
for the payment of money, or guarantee any debt or account on behalf of the
partnership, or pledge the credit of the firm in any way except in the course
of the partnership business. No partner
shall assign any part of his interest in the partnership or enter into an
agreement as a result of which any other person shall become interested with
him in the partnership. No partner
shall undertake any business if requested by his partners not to do so.
8. Banking. All funds of the partnership are to be
deposited in its name in such checking account or accounts as shall be
designated by the partners. All
withdrawals therefrom are to be made upon checks signed by any partner.
9. Books. The partnership books shall be maintained at
the principal office of the partnership and each partner shall at all times
have access thereto. The books shall be
kept on a cash basis for the calendar year and shall be closed and balanced at
the end of each year. An audit shall be
made for each calendar year that is requested by any partner.
10.
Vacations. Each partner shall be entitled to a
one-month vacation in every calendar year, but there shall be no carryover of
an unused vacation period from one year to another.
11. Negligence. Except to the extent that the partnership is
insured against liability, a partner guilty of negligence or wrongdoing shall
reimburse the partnership for damages sustained by it as a result of such
negligence or wrongdoing.
12. Expenses. No partner shall charge to the partnership
any expenses for automobiles, entertainment, professional dues, conventions,
charitable contributions, club dues, or any item connected with the operation
or maintenance of his home.
13. Incapacity
of partner. If by reason of
illness or other cause a partner is unable to carry out his duties for a
continuous period of more than six months, the remaining partners may at any
time thereafter compel such incapacitated partner to withdraw from the
partnership. Such withdrawal shall take effect on the date set forth in a
notice to such incapacitated partner from the remaining partners and shall in
all other respects be governed by the provisions of paragraph 14.
14. Withdrawal. Should any partner desire to withdraw from
the partnership, he shall serve upon the other partners at the principal office
of the partnership written notice of his intention to withdraw. Such notice shall be served three months
prior to the effective date of such partners withdrawal. The withdrawal of any partner shall have no
effect upon the continuance of the partnership business. The value of a withdrawing partners interest
in the partnership shall be paid to him at the times, and shall be computed in
the manner, set forth in paragraph 15 for such payment and valuation in the
event of the death of a partner, unless the partnership is voluntarily
dissolved and terminated as provided in paragraph 17. A withdrawing partner
shall be entitled to take with him all papers pertaining to the affairs of
those clients whose business he has personally carried on or supervised, unless
any such client requests a different disposition of such papers. At the time of such withdrawal, the
partnership shall bill for all services rendered to those clients who elect to
continue with the withdrawing partner, unless the withdrawing partner consents
that the amount of such bill (reduced by the withdrawing partners percentage of
profit participation) may be deducted from the payments otherwise required to
be made in liquidation of his partnership interest. If payment for services in
any matter handled for any client who elects to continue with the withdrawing
partner is contingent upon results, the withdrawing partner shall account to
the other partners for their proportionate shares of the value of the work in
process up to the date of withdrawal, if and when the withdrawing partner
receives payment for such services. No withdrawing partner shall be entitled to
a distribution of any of the equipment or library of the partnership. Unless the withdrawing partner is
permanently retiring from the practice of law, his name shall not be continued
as part of the firm name.
15. Death. Upon the death of a partner, the continuing
partnership shall pay to the estate of the deceased partner as the purchase
price for the deceased partners partnership interest a sum equal to (I) the
decedents capital account as of the date of his death, (II) increased or
decreased, as the case may be, by his share of partnership profits or losses
attributable to fees received by the partnership from the beginning of the
calendar year in which his death occurred until the date of his death, (III)
decreased by the withdrawals, if any, made by the decedent during such period
and, if applicable, by the debit balance of the partners drawing account
carried forward to such period, and (IV) increased by the deceased partners
proportionate share of any fees received by the continuing partnership
subsequent to the death of the partner for accounts receivable outstanding as
of the date of death and for work in process at the time of such partners
death. In determining the part of the
total fee in which the estate of the deceased partner shall share, account
shall be taken of the relative importance and value of the work done prior to
his death compared with the work done subsequent thereto. The estate of the deceased partner shall not
share in the value of the work done subsequent to such partners death. The amount representing the value of the
deceased partners interest in the partnership shall be paid to his estate by
the continuing partnership within 60 days after death, except that any amounts
due to the estate by reason of fees received subsequent to the death of such
partner shall be paid to the estate within 30 days after their receipt by the
continuing partnership. The
representatives of the estate of a deceased partner shall have the right to
examine the books and records of the partnership, and to make reasonable
inquiries into work in process as of the date of death, provided such inquiry
does not offend professional ethics.
The estate of a deceased partner shall not be entitled to any of the
records or files of the partnership, except records and files relating to the
personal matters of such partner. The
death of any partner shall have no effect upon the continuance of the
partnership business.
16. Suspension
of right to practice. If the
right of any partner to practice law is suspended or revoked, that partner
shall be deemed to have withdrawn from the partnership as of the date of such
suspension or revocation. The value of
that partners interest in the partnership shall be paid to him at the times,
and shall be computed in the manner, set forth in paragraph 15 for such payment
and valuation in the event of the death of a partner.
17. Voluntary
termination. The partnership
shall be dissolved upon the demand of any two of its partners, or upon the
demand of any one of its partners if another partner has served written notice
of intention to withdraw from the partnership, in which event the partners
shall proceed with reasonable promptness to liquidate and terminate the
partnership business. No such
dissolution, however, shall reduce the obligation of the partnership to a
partner who has previously withdrawn from the partnership or to the estate of a
deceased partner. The proceeds of such
liquidation shall be applied in the following order of priority: (I) to the
payment of any debts and liabilities of the partnership (II) to the setting up
of any reserve which the partners shall reasonably deem necessary to provide
for any contingent or unforeseen liabilities or obligations of the
partnership. At the expiration of such
period of time as the partners shall deem advisable, the balance of such
reserve remaining after the payment of such contingency shall be distributed in
the manner hereinafter set forth (III) thereafter, the balance of the proceeds,
if any, shall be distributed in accordance with the positive capital account
balances of the partners, as determined after taking into account all capital
account adjustments for the partnership taxable year during which such
liquidation occurs, and shall be made by the end of such taxable year (or, if
later, within _____ days after the date of such liquidation). For purposes of this subparagraph, a liquidation
of the partnership shall mean a liquidation as set forth in Section
1.704-1(B)(2)(II)(G) of the Regulations. If, following the liquidation of a
partners interest in the partnership within the meaning of Treasury distributed
in accordance with the provisions of this paragraph.
In
witness whereof the parties have signed this Agreement.
_____________________________ _______________
Signature
of Partner Date
_____________________________ _______________
Signature
of Partner Date
_____________________________ _______________
Signature
of Partner Date
