Evening Star Newspaper, June 2, 1933, Page 5

TEXT OF MORGAN'S ner voluntarily withdrawing. If at any time fixed by the visions of said article eight or of this |for the doing of any act or the mak- | ing of any decision by Mr. Morgan with | reference to the interest of a withdraw- |ing or deceased partner, Mr. Morgan PARTNERSHIP PACT Great Powers Are Vested| in Head of Banking Concern. By the Assoctated Press. The text of the Morgan partnership sgreement reads as follows: ‘This agreement made the 31st day of March, 1916, between John Pierpont Mor and others, witnesseth: That the parties hereto have this day formed a partnership for the transac- | tion of a general foreign and domestic banking business in the cities of New York and Philadelphia, upon the fol-| lowing terms and conditions: | First. The business shall be conduct- | ed in New York under the firm name of “J. P. Morgan & Co.,” and in Phila- | delphia under the firm name of} *Drexel & Co.,” and shall commence pn_the 1st day of April, 1916. Second. The capital of the partner- Bhip shall be as follows: Third. The net profits and losses 1 be divided and borne as follows: (This section was not given completely conformity with earlier decision by Senate Banking Committee). Fourth. Interest at the rate of 6 per pent per annum shall be allowed or Ehmed on all partners’ accounts, in- luding capital and undivided profits. Morgan’s Decision Final. Fifth. No transaction shall be made hich shall be objected to by any mem- | r of the partnership. ‘7 Sixth. In case of a difference or dis-‘ ute between members of the partner- [p, the same shall be submitted to decision of Mr. John Plerpont Mor~ , which shall be final. Seventh. The partnership may be lved at any time by Mr. John Pier- | t Morgan, subject to the liquida- | on thereof; provided that partners| presenting & majority in interest in profits of the partnership shall con- t to such dissolution. Eighth. Any partner may withdraw the partnership upon giving three ths written notice of his intention do s0. In that event, the remaining ers may continue the business and shares of the profits or losses of withdrawing partner or partners be divided thereafter among the g partners, or otherwise dis-| of, according fo the decision of . John Pierpont Morgan, who shall the valuation of the assets, determine t portion of the assets, if any, shall | appropriated as an offset to liabilities | d also be the judge of the amount | ue such withdrawing partner or part- pers on account of capital, undivided rofits and credit balances. The amount Bo due may be fixed by Mr. Morgan as | ©f three months, after the receipt of notice or as of the 31st of Decem- next ensuing after the receipt of ich notice, and the interest of such idrawing partner or partners shall ue at the risk of the business until | date as adopted. The determination Mr. Morgan as to the dates for fix- the amount due such withdrawing T or partners shall be communi- iting to him or them within days after receipt of such notice of thdrawal. The amount so fixed shall paid to such withdrawing partner or ers within three months after the | ite as of which the value of his or ir interest shall have been fixed, ex- | in the event that a liquidation of e partnership shall have been entered n prior to such date, in which event, nd notwithstanding the foregoing pro- Wisions, the interest of such withdraw- §ng partner or partners shall abide the gesuits of liquidation and shall be pay- Bble only as the liquidation proceeds. When Mr. Morgan shall fix the amount §s due any withdrawing partner, a lule shall be furnished the aluations at which the various. assets f the partnership were and hat portion of the assets, if any, have ) oy i m if re. y o Te- shall take his pro rata share of assets not so appropriated to an ex- $ent covering. the amount so due him. May Compel Withdrawal Ninth. It is.further agreed that Mr. organ may, at any time, compel any ' er at once to withdraw and retire ‘om the partnership, upon giving him itten notice to that effect, and in that such partner. ‘Tenth. In case of the death of any er other than ‘Mr. Morgan, if, thin thirty days after such partner’s th, such of the surviving partners as shall represent & majority in interest in the profits of the partnership (exclusive of the interest of such deceased partner gherein) shall give to the persons named $n his will as executors, or to his ad- sninistrators or other legal representa- tives, written notice that they desire an extension of the p for a period specified in such notice not ex- three years after the death of such deceased partner, then and in |in Mr. Morgan by article 8 | of be continued under shall not be living, then such act may be performed by such of the continuing or surviving partners ss shall at such time represent a majority in_ interest in the profits of the partnership (ex- clusive of the interest of Mr. Morgan therein) with the same force and effect as if performed by Mr. Morgan. Death Dissolves Partnership. Eleventh. In case of the death of Mr. John Pierpont Morgan, the part- nership shall be dissolved on the 31st day of December next ensuing, unless his death be within a period of six months prior to December 3lst in any year, in which event the partnership shallco ntinue untilt he 3lst day of December in the next ensuing calendar year and shall then be dissolved. If, however, within 30 days after. Mr. Morgan’s death such of the surviving partners as shall represent a majority in interest in the profits of the part- nership (exclusive of the interest of Mr. Morgan therein) shall give to the persons named in his will as executors, or to his executors, or to his adminis- trators or other legal representatives, written notice that they desire an ex- tension of the partnership for a period specified in such notice not exceeding three years afrer Mr. Morgan’s death, and then and in that event the part- nership shall continue ‘for the period not exceeding three years so indicated |by them and shall then be dissolved; and the capital and interest hereunder |of Mr. Morgan and his estate and its responsibility and interests in the busi- ness as continued during such period of extension shall continue. ‘Twelfth. Upon the dissolution of the pannershlg following the death of Mr. Morgan, the good will of the business and the right to use the firm name of J. P. Morgan & Co., and Drexel & Co. shall belong to the then surviving part- ners who shall thereupon decide whether to continue the business, and, it continued, upon what terms. In case such surviving partners cannot agree either as to the continuance of the business or the terms and conditions of the new partnership, the surviving partners representing a majority in interest in the profits of the old part- nership (exclusive of the interest ot Mr. Morgan therein) shall have the right to decide and shall decide what shall be done in respect to continuing the business and the terms and condi- tions of a new partnership, and their decision shall be conclusive and binding on all the surviving partners, Shall Determine Amount Due. In case such majority in interest such majority shall determine the amount due Mr. Morgan’s estate on ac- count of his capital, reserved profits and net credit balances, and the in- terest of Mr. Morgan’s estate shall be dealt with in the same manner as here- inbefore in article 8 provided for in the case of a voluntary withdrawal of a partner, except that the powers vested i shall in such case be vested in such majority in interest. In case such majority in interest shall decide not to continue the business the responsibility and in- terests of Mr. Morgan’s estate shall be subject to the results of the liquidation of the partnership. In case such majority in interest shall decide to continue the business any partner not desi to remain in the partnership may iw there- from in the same manner and upon tke same terms and conditions as provided in article 8 hereof; and in no event shall such withdrawing partner or partners be entitled to any interest in or allowance for either the good will cf the business or the use of the firm names, but such good will and firm .riames shall - belong to the remaining partners free from any claim whatever of such partner or partners so with- drawing from the partnership. If the business or any tg:nmn there- same firm name of J. P. Morgan & Co. and at any time there should cease to be any lineal male descendant of Mr. J. Pier- pont Morgan in the male line bearing the name of Morgan, in the er- ship, the right to the use of the firm name of J. P. Morgan & Co. shall cease shall decide to continue the business, | said article eight in the case of a part- | after 1 should again cendant of Mr. J. Plerpont M partnership, in which case the right to i i 15 years arie such:time un! years after su as there should again be no such lineal descendant of Mr. J. Plerpont Morgan in the partnership. In no event shall the good will of the business or the right to use the firm names have any or money value either as between the existing any withdrawing or former partner, or the estate of any deceased partner or any descendant of Mr. J. Pies gan, whether or not such Q.,is ever been a partner in the partner- ip. Promise Not to Use Name. And each of the parties hereto hereby covenants with each of the others that |in any partnership using, and that he | will never use, said firm name of J. P. Mo & Co. in violation of the provisions of this article. Thirteenth. It is further agreed not |only with respect to the partnership | hereby formed, but also with respect | to any successor partnership, that upon the death of any partner and the termination of his interest or that of his estate in the partnership, or upon the voluntary or compulsory withdrawal of any partner or partners, or upon the dissolution of the partnership and the formation of a successor partner- ship, the good will of the business and the right to use the firm names shall | belong to the surviving or continuing | partners and that in no case shall any estimate ever be put upon the good will or right to use the firm names in ascertaining the amount due any with- drawing partner, whether such with- drawal be voluntary or compulsory, or the estate of any deceased partner. The valuations, decisions and deter- minations made by Mr. Morgan or the majority in interest as hereinbefore provided shall in all cases be final and conclusive against a withdrawing part- ner qr the estate of & deceased partner. Wourteenth. The books of the part- nership shall be settled on the 31st of December in each year. One-half of each partner’s proportion of profits shall be placed to his credit. The other half shall be set aside and kept as undivided profits until such time as Mr. John Pierpont Morgan may consent to its division among the various par- | ties in interest as provided in article 3. It is also understood that no part- ner shall draw from the partnership any money beyond the amount placed to his credit, without the consent of the other parties hereto. Fifteenth. It is understood and agreed that no partner shall engage in any other business or be a general or spe- cial partner in any other firm. Name Used Only In Business. besmze:nfil;. The flrmm name aiull not any partner except in the partnership business. » Seventeenth. Speculation in stocks or anything else, by the individual mem- bers of the partnership is prohibited; but this clause shall not be construed so as to prohibit any partner from invest- ing his private means in such way as | he_may see fit. Eighteenth. No member of the part- nership shall become security or endorse, except in the partnership business, with- out the consent of the parties hereto. Nineteenth. The firms of J. P. Mor- gan & Co. and Drexel & Co. being part- ners in the firms of Morgan, Grenfell & Co. of London, and Morgan, Harjes & Co. of Paris, their proportion of the capital thereof shall be supplied out of the P-rmemhlp capital mentioned in article second hereof, and the profit or loss therein shall be inclu in the partnership accounts hereunder. Witness our hands and seals the day and year first above written in the presence of * * * (At this point there was another blank in the document made public, in accord- ance with the committee: vote not to make public the names of the partners, I was said in committee quarters, how- ever, that there are no secret partners and that the names are well known:) There then followed these supplemen- tary notes to the agreement: December 31, 1916.—Thomas Cochran has this day become a partner in the No Cash Needed ! ! Pay $1.00 Per Week ! ! or as between the existing partners and | Cq | he will never become or be a partner| & Co., subject to all the terms of the foregoing agreement. ‘Three Become Partners. New York, December 31, 1919.—Junius Spencer Morgan, jr., Elliot Cowdin Ba- con and George Whitney have this day become partners in the firms of J. P. Morgan & Co. and Drexel & Co., sub- ject to all the terms and conditions of the foregoing agreement. New York, December 31, 1920.—Ar- thur E. Newbold’s interest in the firms of J. P. Morgan & Co. and Drexel & o‘mhv:.uu to the ‘{’numdfiw;:dbefi conf jon caj repaid him. ‘Thomas S. Gates has this day become & partner in the firms of J. P. Morgan 3100. and l:‘rre';el i& Co..m!‘\lbjecl to all e terms of the foregoing agreement. New York, December 31, 1921 —Wil- liam Pierson Hamilton withdraws this date from the firms of J. P. Morgan & | Co. and Drexel & Co., and his contrib- | ution to capital has been repaid him. New York, December 31. 1922.—After settlement of the books on the 31st day | of December, 1922, and each year there- |after as provided in article fourteenth, | the net balances then standing to any partner’s credit shall be considered as capital, and such amounts shall not be | withdrawn without the consent of Mr. | Morgan.. New York, December 31, 1922.—Henry |P. Davison’s interest in the firms of J. P. Morgan & Co. and Drexel & Co. | having ceased this day, his contribution jto the capital has been repaid to | executors. Leffingwell Becomes Partner. New York, June 30, 1923.—Russell | Corneil Leffingwell has this day become | a partner in the firms of J. P. Morgan & Co. and Drexel & Co., subjectt o all the terms of the foregoing agreement. New York, December 31, 1924 —Elliot Cowdin Bacon’s interest in the firms of REGISTERED Sloan’s ART GALLERIES 715 13th Street NW. J. P. Morgan & Co. and Drexel & Co. ceased this executors. his | & . | 8. Gates withdraws this te from the and Co. tribution to capital and his share in full to date of profit New York, December 31, 1925.—Ed- | and loss have been paid to him. ward R. Stettinius’ interest in the firms of J. P. Morgan & Co. and Drexel & ) yor Gilber Co. ha ceased this day, his contrib- ution to capital has been repaid his_executors. New York, December 31, 1926.—Wil- liam H. Porter’s interest in the firms of J. P. Morgan & Co. and Drexel & Co. having ceased this day his contribution to the capital has been repaid to his executors. Francis Dwight Bartow, Arthur Mar- vin Anderson and William Ewing have this day become partners in the firms of J. P. Morgah & Co. and Drexel & Co., subject to all the terms and condi- tions of the foregoing agreement. New York, December 31, 1927.— Dwight W. Morrow, having retired on September 30, 1927, his interest in the firms of J. P. Morgan & Co. and Drexel & Co. ceased on that date and his con- tribution to the capital has been repaid to_him. Harold Stanley has this day become a partner in the firms of J. P. Morgan & Co. and Drexel & Co., subject to all the terms and conditions of the fore- going agreement. Five More Join. New York, December 31, 1928.— Henry Sturgis Morgan, Thomas Stilwell Lamont and Henry Pomeroy Dat ‘his | have this day become partners in the firms of J. P. Morgan & Co. and Drexel & Co., subject to all the terms and conditions of the foregoing agreement. ‘Thomas Newhall and Edward Hop- kinson, sr., have this day become part- ners in_the firms of J. P. Margan & Co. and Drexel & Co. subject to all the terms and conditions of the fore- going agreement. New York, June 30, 1930.—Thomas | ESTATE SALE | (by catalogue) VALUABLE HOUSEHOLD ADORNMENTS Steinway Baby Grand Piano, Pair of Very Rare o Chairs, Antique New England Block Front Chest of Drawers, Dining Room Suites, Bedroom Pieces, Set of Gold Band Lennox Table China, Set of Gold Band Glassware, Oriental Rugs, Silver- ware and Shefield Plate, Bric-a-Brac, Fireplace Brasses, etc. To Be Sold at PUBLIC AUCTION | l ON EXHIBITION: builder — busy That’s all done. Catalogues on Application to C. G. Sloan & C WITHIN OUR GALLERIES 715 13th Street Tuesday, Wednesday, Thursday & Friday June 6th, 7th, 8th and 9th, 1933 at 2 P. M. Each Day Saturday, June 3rd, from 9 A. M. to 6 P. M. Sunday, June 4th, from 2 P. M. to 5 P. M. Monday, June 5th, from 9 A. M. to 6 P. M. , Inc., Auctioneers {The*Biz Noise” No firms of J. P. Morgan & Co. and Drexel | [ isn’t the hammering and sawing of the with the remodeling. Now it’s the Big Values in Glenbrook Southern Weaves The Ideal Tropicals Smart in pattern; distinctive in model, and so superiorly tailored that they’ll be sure to hold their shape. 2-piece Glenbrook Tropical Worsted 514,75 Suits ....... 3-piece Glenbrook Tropical Worste 31975 Suits sceoeveeeee A A Fashion Park Tropical Worsted Suits—the world’s finest—3-piece’.... Imported Flannel Suits— 3-piece %0 Co. and Drexel & Co., subject to 1931 —8. Par- day become & partner in the firms of J. P. Momnafi the tefms and conditions of the fore. going agreement. New York, January 2, rt has this New York, January 2, 1932.—Charles Denston Dickey has this day become a partner in the firms of J. P. 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