KES’ Shri Jayantilal H. Patel Law College, Mumbai.

TOPIC: 1. DRAFT OF A LEAVE & LICENSE AGREEMENT

2. DRAFT OF AN AFFIDAVIT.
3. DRAFT OF AN PARTNERSHIP DEED
4. IMPORTANCE OF DRAFTING.

A Project submitted in partial fulfilment of the requirements for

The Eighth Semester of the Five years B.L.S., LL. B Course
By
Name: AAYUSHI PRANAV SHUKLA
Roll No: 45
Std.: FOURTH YEAR B.L.S., LL. B
Div.: A
Under the Supervision of
Asst. Prof. Anushree Bhatt
Date: 06-03-2023

1
 ACKOWNLEDGEMENT:

It is indeed a proud privilege to express my deep sense of gratitude and indebtedness to my

respected principle, teacher, and asst. professor for her valuable guidance, scholarly
inspiration, which have been extended to me for the successful completion of this endeavour.
I wish to avail myself of this opportunity to express a sense gratitude and to love my friends,
my family and must importantly my parents. I hereby acknowledge at those who are related
to this work either directly or indirectly, the non- teaching staff of KES Shri Jayantilal H.
Patel law college, the library staff, last but not the least I thank almighty for always protecting
me and being with me all the time.
Aayushi Pranav Shukla
Fourth Year BLS

2
 INDEX
SR CONTENTS PG
NO. NO.
1. DRAFT OF AN LEAVE & LICENSE AGREEMENT 4–
15
2. DRAFT OF AN AFFIDAVIT 16 –
17
3. DRAFT OF AN PARTNERSHIP DEED 18 -
24
4. IMPORTANCE OF DRAFTING 25 –
29

3
 1. DRAFT AN LEAVE AND LICENSE AGREEMENT:

 What Is an Agreement of Leave and License?

An agreement of leave and license is a contract between the licensor and the licensee,
whereby the licensor grants the licensee the right to use a premises for a specified
period of time. The contract is typically for a 11-month period, with an option to
renew for another 11 months.

 Examples of Agreements of Leave and License

One common type of leave and license agreement is a vacation rental agreement. This
type of agreement is used when someone wants to rent out their property for short-
term stays, such as for vacationers or business travellers. The agreement will usually
include information on how long the tenant can stay, how much rent they will pay,
and any house rules that must be followed.
Another type of leave and license agreement is a residential lease. This type of
agreement is used when someone wants to rent out their home for a longer period of
time, such as for a year or more. The agreement will spell out the terms of the
tenancy, including how much rent will be paid, when it is due, and any rules or
restrictions on the use of the property.
Whatever type of leave and license agreement you are entering into, it is important to
read and understand the entire agreement before signing it. Once you have signed an
agreement, you are legally bound by the agreement.

4
 Benefits of a Leave and License Agreement
There are many benefits to signing a leave and license agreement in India. First, it is a
relatively simple process that does not require a great deal of paperwork or legwork.
Second, the agreement provides clear guidelines and expectations for both parties
involved, which can help prevent misunderstandings or disputes down the road. Third,
a leave and license agreement can be an excellent way to protect your interests if you
are planning to lease commercial property in India.
One of the key benefits of a leave and license agreement is that it can help protect
your investment. In India, commercial leases are generally for a period of three years
or more. A leave and license agreement allows you to terminate the lease early if
certain conditions are not met, without penalty. This can be helpful if you need to
make changes to your business plans or if the property is not suitable for your needs.

 Legal Points to Note Before Signing a Leave and License

Agreement
When you are planning to move into a rented accommodation, it is important to be
aware of the legal aspects of the leave and license agreement that you will be signing.
Here are some key points to keep in mind:
1. The leave and license agreement should be for a specific period of time, not
exceeding 11 months.
2. The agreement should clearly state the monthly rental amount, as well as any other
charges that may be applicable (such as electricity or water charges).
3. Make sure that you are given a copy of the agreement, which should be duly
signed by both parties.
4. In case of any disputes, the jurisdiction will be that of the court in the city where
the property is located.

5
 Common Issues with Leave and License Agreements
Renting out property is a common practice in India and the leave and license
agreement is the most popular type of agreement used for this purpose. However,
there are some common issues that can arise with these agreements. Here are a few of
the most common problems:
1. Lack of clarity regarding the terms of the agreement: It is important that the terms
of the agreement are clear and unambiguous to avoid any confusion or
misunderstanding later on. Unfortunately, many leave and license agreements are
poorly written and do not adequately address all the important points. This can
lead to disputes between the landlord and tenant later on.
2. Incorrect calculation of rent: The rent must be correctly calculated at the beginning
of the tenancy. If the landlord overestimates the rent, the tenant may have
difficulty paying it. On the other hand, if the landlord underestimates the rent,
he/she may not be able to cover their expenses. Either way, this can lead to
problems down the road.
3. Lack of maintenance: The property must be properly maintained during the
tenancy. This includes regular cleaning, repairs, and painting. If the property is not
properly maintained, it will deteriorate over time and may become unsafe for
occupancy.

6
LEAVE AND LICENSE AGREEMENT

THIS AGREEMENT is made at Mumbai, on this day of September, 2016.

BETWEEN
MR. PRAKASH KELKAR, age 61 years, Indian Inhabitant, having Mobile No. 9892320084,
residing at Room No.3, Tilakdhari Singh Chawl, Khot wadi, Phirozshah Mehta Road,
Santacruz (W), Mumbai-400 054. Hereinafter called and referred to as the
‘LICENSOR/OWNER’ (which expression shall unless it be repugnant to the context or
meaning thereof be deemed to mean and include his legal heirs, executors, administrators and
permitted assign till the last survivor) of the ONE PART.
AND
MR. DEEPAK KRISHNA NESARKAR, age 25 years, having Mobile No.9833497666, the
Proprietor of “SHREE GANESH GARMENT”, residing at Si-5, Plot No.9, Gokul Sah Gruh
Sanstha Road, Number R.S.C. 15, Gorai (W), Mumbai – 400 091. Hereinafter called and
referred to as the ‘LICENSEE’ (which expression shall unless it be repugnant to the context
or meaning thereof be deemed to mean and include his legal heirs, executors, administrators
and permitted assign till the last survivor) of the OTHER PART.

7
 WHEREAS

i. The Licensor is the Owner of a Commercial Premises lying & situated at Shree Nan
Kishor Singh Chawl, Khot wadi, Phirozshah Road, Santacruz (W), Mumbai–400 054,
adm. 400 Sq. ft., within the Municipal Jurisdiction of H/West Ward of the Municipal
Corporation of Gr. Bombay and within the Registration and Sub-Registration District-
Mumbai, having same area Upper Floor thereupon. Hereinafter called and referred to as
the ‘SAID LICENSE PREMISES’. (more particularly described in the Schedule
mentioned hereunder)

ii. The Licensee is in search of and need of the commercial accommodation for the
purpose of his business and requested the owner to allow him to use, occupy the
License Premises i.e. Commercial Premises lying & situated at Shree Nankishor Singh
Chawl, Khotwadi, Phirozshah Road, Santacruz (W), Mumbai–400 054, adm. 400 Sq.
Ft. on Leave and License basis temporarily for a period of 11 months. The Licensor has
agreed to renew this Agreement for further one term of Eleven (11) months on the same
terms and conditions.

iii. The Licensor on the need of the Commercial Premises and undertaking of the Licensee
to vacate said Commercial Premises definitely after the expiry of the period of Eleven
(11) months has agreed to allow to use and occupy the License Premises and now both
the parties have decided to reduce their terms and conditions in writing as under.

NOW THIS AGREEMENT WITNESSETH AS UNDER:

1. That Licensor is the Owner of a Commercial Premises lying & situated at Shree
Nankishor Singh Chawl, Khotwadi, Phirozshah Road, Santacruz (W), Mumbai–400 054,
adm. 400 Sq.ft., within the Municipal Jurisdiction of H/West Ward of the Municipal
Corporation of Gr. Bombay and within the Registration and Sub-Registration District-
Mumbai, having same area Upper Floor thereupon.

2. The Licensor hereby grant License to the Licensee to use, occupy the said License
Premises i.e. Ground + Upper Floor of the Commercial Premises lying & situated at

8
 Shree Nankishor Singh Chawl, Khotwadi, Phirozshah Road, Santacruz (W), Mumbai–
400 054, adm. 400 Sq.ft., within the Municipal Jurisdiction of H/West Ward of the
Municipal Corporation of Gr. Bombay and within the Registration and Sub-Registration
District-Mumbai, having same area Upper Floor thereupon, on Leave and License for the
period of Eleven (11) months commencing from 1 st day of October, 2016 to 31st day of
August, 2017. (both days inclusive)

3. The Licensee hereby agree to keep in deposit and kept in deposit with the Licensor a sum
of Rs.28,000/- being the Security Deposits for the due and proper performance of the
terms and condition of this agreement. The Security Deposit is refundable to the
Licensee on the expiry of the License period or earlier revocation thereof after deducting
there from the arrears of electricity bill, loss and damage to the License Premises, if any.

4. The licensee hereby agree to pay Rs.28,000/- per month to the Licensor as and by way of
compensation for allowing him to use and occupy the License Premises. The
compensation for the period of Eleven (11) months amounting to Rs.3,08,000/- has paid
by the Licensee in advance for which a receipt is passed at the bottom of this agreement.

5. It is expressly agreed that the Licensor shall be deemed to have the ultimate control and
full control over the possession of the License Premises and the Licensee shall not claim
and right by way of sub-tenancy or any other right in any manner whatsoever in the
License Premises.

6. It is also agreed that Licensee is occupying the License Premises for temporary period on
Leave and License basis and it does not create any right, title and interest in the License
Premises by way of Sub – tenancy or tenancy or otherwise the License the hereby
granted to the Licensee is a revocable and non – transferable one, which is to be
terminated on the expiry of Eleven (11) months as stated hereinabove or earlier, subject
to the terms and conditions hereinabove stated.

7. It is expressly agreed that the Licensee shall use the License Premises only for his own
commercial purpose and personal use and not for the any other purpose and/or not for
storing any authorized stock or material and/or for any illegal purpose, immoral

9
 activities. The Licensee shall also not assign, underlet or sublet or part with the
possession of the License Premises or any part thereof or creates any third party interest
in the License Premises under any circumstances.

8. It is also agreed that the Electricity bills of the License Premises will be paid by Licensee
on/or before due date mentioned in the said bill, and shall handover the duly paid bills to
the Owner every month, failing which the Owner have liberty to make the payment from
the Security Deposit and can demand additional security deposit and non-compliance of
such demands by the Licensee the Owner have liberty to terminate the License forthwith
and can take possession of the License Premises. However, the outgoing of the
society/BMC dues/Taxes will be paid by the Licensor only.

9. It is agreed by both the parties that the Licensee shall hand over vacant and peaceful
possession of the License Premises to Licensor on completion of period of Eleven (11)
months alongwith its fixtures and fittings as required under the section 24 of Maharashtra
Rent Control Act, 1999.

10. That it is agreed by and between the parties that if any of the party shall desire terminate
this agreement, one month’s prior notice shall be given to the other party in writing to the
effect.

11. The Agreement shall be within the provisions of Section 24 of the Maharashtra Rent
Control Act, 1999 and the licensee undertakes to honor the provisions of Section 24 of
the said Maharashtra Rent Control Act, 1999. The Licensor shall be entitled to approach
the competent Authority for getting possession of the License Premises, after the expiry
of this agreement as per the possession of the License Premises, after the expiry of this
agreement as per the possession contained herein, in case the Licensee failing or effusing
to hand over the charge of the License Premises and this Agreement shall be subject to
exclusive jurisdiction of Courts at Mumbai.

12. The Licensee will not make any structural/ modification in the License Premises without
the written consent of the Licensor /Society.

10
13. The licensee shall deposit with the Licensor on or before execution of this agreement, a
sum of Rs.28,000/- being the security Deposit FREE OF INTEREST, which will be
refunded to the Licensee on the expiry of the agreement or on notice of one month in
advance for vacation of premises and against handing over vacant and peaceful
possession of the License Premises after deducting the cost of the damage, if any to the
fixtures / fittings and outstanding electricity bills if any.

14. That the Licensee shall not do anything which is not permissible or is prohibited under
law or is in contravention of bye-law, rules and regulations of the housing Society ltd., or
store any narcotic such as liquor, bhang, RDX crackers or any government and the
Licensee also agrees not do any act deed or thing which would constitute a breach of the
Rules and Regulations and the Bye-Laws of the society in case of complaint or pressure
of the society and if any illegal /immoral activities are found to be carried out in the
License Premises, the first instant and serve 24 hrs. Vacations notice and the Licensee
hereby agrees and undertakes to vacate the License Premises by such 24 hrs Notice.

15. The Licensee servants and agents will abide by the rules and regulations for the time
being in force of the said Society /BMC where the License Premises are situated.

16. That the Licensor has got every right to inspect the License Premises at any time for
which is Licensee shall not object to the same.

17. That the day – to – day and minor repairs such as fuses, leakages of water taps,
maintenance etc. to be done by the Licensee at their own cost. The Licensee further
hereby agrees and confirms that in case of any breakage, damage, loss to existing
fitting/fixtures in the License Premises, he shall make good these articles and/or repay
the cost of the damage incurred to these articles as may be mutually decided by parties
hereto.

18. That the Licensee hereby agrees to vacate and handover the License Premises on/or
before expiry of this agreement. If he fails to vacate and hand over the License Premises
to the Licensor on expiry of this agreement the agrees to pay Rs.1,000/- (Rupees One
Thousand Only) per day in addition to the monthly compassion payable to the Licensor.

11
 This payment / penalty, however does not absolve the Licensee of his obligation to
vacate the Premises promptly on the termination of the License.

19. The Licensee hereby admits acknowledges that is the express intention of the parties to
this agreement that the relationship of the landlord and tenant shall not deemed to be
created hereby or otherwise between her under any circumstance whatsoever. This
agreement merely confirms bare permission of leave and License and does not create
interest into or upon the License Premises or any part thereof in favour of the Licensee. It
is not indented by this Agreement to create any leasers sub – leasers or any other right,
titles and interest into or upon the License Premises in favour of the Licensee and the
Licensee shall claim any right to tenancy, sub – tenancy or any other right of any nature
into or upon the License Premises.

20. The Licensee hereby agrees to hand over the mail in the name of Licensor that may be
received at the above License Premises to the Licensor without any delay.

21. The Licensee hereby undertakes and agrees that without the prior written consent of the
Licensor he will not obtain/get transferred any mobile/landline telephone connection,
passport, driving license financial Loan from individual or any institutions / banks
credit/debit card or any other such legal documents showing the address of the License
Premises at the address of the above License Premises.

22. The Licensor also hereby undertakes not to use the address of the above License
Premises for the purpose of income- tax, sales-tax and excise department or for any other
purpose related to the state central government BMC and or any other such society.

23. The Licensor hereby grant License to the Licensee to use and occupy and to carry on his
business as per the provision of law applicable to the business of the Licensee as well as
Rule and Regulation of the Bombay Municipal Corporation Act. If the Licensee commit
any breach any provision of law the Licensee shall be sole responsible for it pros and
consequence there of and will keep indemnified to the Licensor against any fine, penalty,
punishment, imprisonment or litigation, claims and demand. The Licensee also agreed
and undertakes that he will not take any credit on the strength of this Agreement. The

12
 Licensee shall pay and undertake to pay all taxes, charge, fee including Sale Tax, Income
Tax, Excise Duty in respect of his business if applicable and will be indemnified to the
Licensor against any claim, dispute, litigation that may arise in future on account of his
business transaction carried out in the License Premises.

24. That the Licensee hereby confirms that they have taken the License Premises in good
order and condition and hereby agrees to return the peaceful possession thereof in the
same condition.

25. That notwithstanding anything hereinabove contained to the contrary, if the Licensee
fails to make the payment of the monthly Electricity Charges in time and/or use License
Premises for his own bonafide commercial purpose and or commits any breach of the
terms and conditions of this Agreement, then on happening of such events, the Licensor
shall have right to withdraw terminate and revoke the License hereby granted without
prejudice to his other rights to take the legal action against the License in the matter.

26. Any indulgence shown by the Licensor will not amount to waiver of his rights.

27. That all the communication including any notice/ letter intended to the served on the
Licensee after the commencement of this License, shall be deemed to be effectually
served if sent by post and addressed to the License at the License Premises.

28. Both the parties hereto acknowledge is Agreement supersedes all prior communication
between her including oral or written proposals.

29. This Agreement shall be registered under the provisions of the Registration Act, 1908
and the parties hereto shall admit execution before the Sub– Registrar of Assurances
Mumbai. However on account of financial difficulties the parties have decided to go for
Registration within short period.

30. The original copy of Leave and License Agreement will be retained by the Licensor and
a xerox of the same shall be handed over to the Licensee for his record.

13
THE SCHEDULE OF THE SHOP ABOVE REFERRED TO

ALL THAT PIECE AND PARCEL OF THE Commercial Premises lying & situated at Shree
Nan Kishor Singh Chawl, Khot wadi, Phirozshah Road, Santacruz (W), Mumbai–400 054,
adm. 400 Sq. Ft., within the Municipal Jurisdiction of H/West Ward of the Municipal
Corporation of Gr. Bombay and within the Registration and Sub-Registration District-
Mumbai, having same area Upper Floor thereupon.

IN WITNESS WHEREOF, the parties here to have here unto set and subscribed their
respective hands and seal the day and year first hereinabove written.

SIGNED, SEALED AND DELIVERED BY )

The within named ‘LICENSOR/ OWNER’ )
MR. PRAKASH KELKAR )
in the presence of … )
1.

2.

SIGNED, SEALED AND DELIVERED BY )

The within named ‘LICENSEE’ )
MR. DEEPAK KRISHNA NESARKAR )
The Proprietor of )
“SHREE GANESH GARMENT” )
in the presence of ... )
1.

2.

Identified, Explained
& Interpreted by me,

Advocate High Court Before me

14
 RECEIPT

I MR. PRAKASH KELKAR, the Licensor say received from the within named Licensee MR.
DEEPAK KRISHNA NESARKAR, the Proprietor of “SHREE GANESH GARMENT” a
sum of Rs.3,36,000/- by cash i.e., Rs. 3,08,000/- being the advance compensation at the rate
of Rs. 28,000/- per month and Rs.28,000/- as and by way of security deposit for the due and
proper performance of the terms and conditions of this agreement in respect of the License
Premises i.e. Commercial Premises lying & situated at Shree Nan Kishor Singh Chawl, Khot
wadi, Phirozshah Road, Santacruz (W), Mumbai–400 054, adm. 400 Sq. Ft., within the
Municipal Jurisdiction of H/West Ward of the Municipal Corporation of Gr. Bombay and
within the Registration and Sub-Registration District-Mumbai, having same area Upper Floor
thereupon. The Security Deposit is refundable to the Licensee on the expiry of license period
and/or earlier revocation thereof, after deducting there from the arrears of electricity bills,
loss and damaged cause to the License premises if any.

I SAY RECEIVED Rs.3,36,000/-

MR. PRAKASH KELKAR

OWNER/LICENSOR
Witnesses
1.

2.

15
 2. DRAFT OF AN AFFIDAVIT:

 I, HEMA RAMSWARATH VISHWAKARMA, an adult, , Indian Inhabitant,

residing at Room No. 18, Sai Baba Nagar, Aradi Dish Compound Road, Santosh
Bhavan, Nalasopara (East), Thane 401209. do hereby state and declare on solemn
affirmation as under: -
I say and declare that I was the student of Shri M.D. Shah Mahila College of Arts
and Commerce. I was First Year student of Bachelor of Commerce with
Accountancy, Finance & Insurance of my II Semester in the year April 2015. The
said Original Marksheet of Semester II has been lost/misplaced by me and the
same is not traceable after my diligent search
I further say that if I will find the said Original Marksheet of in future I will not
misuse the same and I will return to the concerned authority.
I am making this Affidavit to present the aforementioned facts to concerned
authority to issue me a duplicate Marksheet.
I am making this affidavit to produce before the concerned authorities to indicate
the above facts.

Whatever stated hereinabove is true and correct.

Solemnly affirmed at Mumbai )

On this 24th day of November, 2021 )

DEPONENT

Before me:

16
  I, SHASHANK BHUJANG, an adult, Indian Inhabitant, residing at 2b/203, Sant
Tukaram Sra CHS Limited Saibaba Nagar, Behind Teachers Colony, Bandra
(East) Mumbai 400 051. do hereby state and declare on solemn affirmation as
under: -
I say and declare that I was the student of Mahatma Gandhi Vidhya Mandir
Bandra (East). I was holding School Leaving Certificate of my 10th in the year
2001-2002. The said Original School Leaving Certificate has been lost/misplaced
by me and the same is not traceable after my diligent search
I further say that if I will find the said School Leaving Certificate in future, I will
not misuse the same and I will return to the concerned authority.
I am making this Affidavit to present the aforementioned facts to concerned
authority to issue me a duplicate School Leaving Certificate.
I am making this affidavit to produce before the concerned authorities to indicate
the above facts.

Whatever stated hereinabove is true and correct.

Solemnly affirmed at Mumbai )

On this 07th day of January, 2021 )

DEPONENT

Before me:

17
 3. DRAFT OF AN PARTNERSHIP DEED:
PARTNERSHIP AGREEMENT BETWEEN AN INDIVIDUAL,
A PARTNERSHIP FIRM AND A COMPANY

THIS DEED OF PARTNERSHIP is made at ... on this ... day of... between Mr. 'A'
residing at ... hereinafter referred to as the 'Party of the First Part' M/s. A B & Co. a
Partnership firm, consisting of (1) ..... (2) ..... and (3) ..... as partners and having their
office at... hereinafter referred to as 'the Party of the Second Part'. and M/s. X Y Z Co. Pvt.
Ltd., a Company registered under the Companies Act, 1956, and having registered office
at ... herein- after referred to as 'the Party of the Third Part'.

WHEREAS the Party of the First Part has registered a Patent bearing Registration
No... In his name which is intended to manufacture several products mentioned in the
Schedule hereunder written. The Party of the First Part As, however, handicapped for want of
finance.

AND WHEREAS the Party of the Second Part is carrying on business of sales agents
and has gained lot of experience in salesmanship.

AND WHEREAS the Party of the Third Part is carrying on several businesses
including that of financing and has also factory premises which can be used for
manufacturing the said products.

AND WHEREAS the parties, under the circumstances, have come together and
decided to do business in partnership with a view to exploit, the said Patent to the maximum
extent for the benefit of all of them on the following terms & conditions.

NOW IT IS AGREED BY AND BETWEEN THE PARTIES HERETO AS

FOLLOWS:-

18
1. The parties hereto agree to carry on the business hereinafter mentioned in partnership
on the terms and conditions herein contained, in the name and style of
M/s…………………..

2. The partnership shall commence from the ... day of... and the period of the partnership
will he at Will.

3. The business of the partnership (hereinafter referred to as 'the Firm') shall consist of
manufacturing, buying and selling the products mentioned In the Schedule hereunder
written, with the help of the Patent rights acquired by the Party of the First Part.

4. The office of the partnership shall be at ... The Parties may open branches at such
other places as may be agreed upon.

5. The Parties of the First, Second and Third Part have contributed equally a token
capital of Rs... each. All the finance required to carry on the business will be supplied
by the Parties of the Third Part and that Party will be entitled to charge interest
thereon at 18 per cent per annum or at such maximum rate as may be allowable under
the Income Tax Act. The Parties may also agree to borrow any moneys from any
Bank or other financial Institution.

6. The Party of the First Part agrees to make available and to grant a formal license to
the partnership to use and exploit the said Patent no... together with all plans. models
and drawings relating thereto during the subsistence of the partnership and the license
will not be terminable so long as the firm continues whether the party of the first part
is a partner thereof or not.

7. The Party of the Second Part agrees to undertake the work of selling the products as
well as to buy all raw materials required for the same and for that purpose agrees to
utilise all the services of Its subagents and distributors engaged in the other businesses
carried on by the Party of the Second Part and to allow the use of its depots and
selling centres at different places. The Party of the Second Part will be entitled to
charge separately commission at the rate of ... per cent for the sale of the products but
will not be entitled to charge separately overhead expenses incurred for effecting such
19
 sales.

8. The Party of the Third Part agrees to allow the partnership to use the premises of the
factory of the Party of the Third Part situate at ... and for which the Partnership will
pay a nominal rent of Rs... per month. The Party of the Third Part will also make
available the use of the machinery. electric power and other amenities available for
the manufacture of the said products.

9. Nothing herein contained will prevent the parties of the Second an Third Part from
carrying on their respective businesses at present carried on or that may hereinafter be
undertaken.

10. The Party of the First Part will, however, exclusively devote his skill, knowledge and
time in the manufacture of the said products.

11. If any capital assets are purchased or otherwise acquired by the Firm, they will belong
to the Parties in equal shares.

12. So far as the Party of the Second Part is concerned it will be represented by any one of
the partners thereof authorised by the other partners and will have only one vote in the
meeting of the partners.

13. The Party of the Third Part will be represented by its Managing Director or any other
person duly authorised for the time being.

14. The net profits and losses of the firm will be shared by the Parties hereto in equal
shares or proportion. Net Profit will mean gross profit earned in such year less the
expenses of the management of the business including the rent of the premises of the
firm the outgoings in respect of the salaries and wages of the staff, administrative
expenses, commission paid to others and all other expenses Incurred In connection
with the business of the firm and expenses that will to be allowed to be deducted
under the Income Tax Act, 1961. The share in the profits and losses of the Party of the
Second Part in the Firm will belong to each of the Partners of that Party in the same
proportion as provided in the deed of partnership of the Party of the Second Part.
20
15. The accounting year of the Firm will be from 1st April to 31st March of each
Christian Calendar Year.

16. At the end of each accounting year an account of the business carried on In that year
will be made and a statement of accounts namely a Balance Sheet and Profit and loss
account will be prepared and signed by the partners. If necessary or required by law
the Accounts will be got audited by a Chartered Accountant.

17. The Books of account and all other record of the firm will be always kept at the office
of the firm and will be open for Inspection by any of the parties hereto at any time.

18. All the working staff such as clerks, peons, accountants, cashier, salesmen and others
will be appointed by the joint consent of the Parties hereto and their wages and
salaries and other emoluments will be fixed by mutual consent of the Parties hereto.

19. Subject to what As otherwise herein provided, each of the Party hereto shall -

(a) participate and attend to the business of the firm to the greatest common
advantage of the firm.
(b) be just and faithful to each other.
(c) render true accounts and full information of all moneys affecting the Firm to
the other.
(d) Indemnify the Firm for any loss caused to it by wilful negligence or fraud in
the conduct of the business.
(e) not carry on any business similar to the business of the Firm without the
consent of the other partner/s.
(f) attend to the business of the Firm diligently and actively,
(g) not withdraw any amount for his or Its own profit benefit or use as
remuneration or otherwise without the consent of the other,
(h) be entitled to be indemnified by the Firm in respect of payments made and
liabilities incurred by him –
(i) in the usual and proper course of business of the Firm, and
(j) in doing any act for protecting the Firm from loss in emergency.
21
20. All the tangible and intangible assets of the firm including the goodwill, stock-in-
trade, benefit of business licenses and permits, benefits of contracts entered etc. will
belong to the parties In equal shares and the property of the Firm shall be used by the
parties exclusively for the business of the firm. The rights of the party of the First Part
in respect of the said Patent will continue to belong to that Party and the Firm will he
entitled to the user's rights in respect thereof during the subsistence of the partnership.

21. Every Party shall account for the profit earned from any transaction of the Firm or
from the use of the property in business transaction of the Firm.

22. The Party of the First Part will be entitled to draw every month a sum of Rs... or such
other amount as may be agreed between the parties from time to time and allowable
under the Income Tax Act as deduction and the said amount will be exclusive of his
share in the net profits of the Firm.

23. Any Party hereto shall not, without the consent of the other -

(a) submit any dispute with any other person to arbitration or com- promise or
relinquish the claim,
(b) withdraw any suit or legal proceedings filed by the Firm.
(c) admit any liability of the Firm,
(d) acquire or dispose of any immovable or moveable property, except the stock
in trade In the ordinary course of business,
(e) enter into partnership or other business unilaterally with any other person.
(f) assign or transfer his share or any interest in the Firm,
(g) admit any person as a partner in the Firm.
(h) borrow any moneys for or in the name of the Firm, or create any security or
charge on the assets of the Firm.
(i) enter Into any contracts except contracts In the regular course of business of
the Firm,
(j) stand as a guarantor or surety for any person in the name of the Firm or for
and on behalf of the Firm,

22
24. The Parties shall open in the name of the Firm one or more accounts either current.
saving or overdraft or cash credit with one or more banks as may be agreed upon by
the Parties and the account or accounts will be operated by any two of the Party of the
First Part, the authorised partner of the Party of the Second Part and the Managing
Director or other authorised person of the Party of the Third Part.

25. If any party hereto desires to retire from the Firm he shall give to the others at least
three months' previous notice to that effect and on the expiration of the notice period,
the Party shall be deemed to have retired. No one Party hereto shall be entitled to
dissolve the partnership.

26. If any partner retires from the Firm he will not be entitled to carry on the same or
similar business as that of the Firm, within an area of two kilometres from the office
of the Firm and for a period of two years from the date of retirement and he shall not
carry on any business in the same name as that of the Firm. until the partnership Firm
is fully dissolved and wound up.

27. The winding up of the Party of the Third Part (voluntarily or by order of the Court) or
the insolvency of the Party of the Third Part. will not dissolve the Firm but such party
on winding up or insolvency will cease to be a partner hereof and shall be deemed to
have retired from the Firm.

28. Notwithstanding any thing herein contained to the contrary a retiring partner or its
legal representatives shall not be entitled to make any claim for the goodwill of the
Firm.

29. If any dispute or difference shall arise between the parties hereto touching the
business of the Firm or Interpretation of any provision hereof or otherwise, however,
relating to the Firm and Its business, the same shall be referred to arbitration of a
common Arbitrator if agreed upon, failing which to arbitrators one to be appointed by
each party to the arbitration and the arbitration shall be governed by the Arbitration &
Conciliation Act, 1996.

30. The parties shall, as early as possible, but in any event within the prescribed period
23
 get the Firm registered under the Partnership Act, 1932, as well as under the income
Tax Act. 1961.

31. This Deed is executed in triplicate and one copy will remain with each of the Party of
the First Part, the Party of the Second Part and the Party of the Third Part.

IN WITNESS WHEREOF THE parties have put their respective hands the day and
year first hereinabove written.

Signed and delivered by withinnamed party of the First Part Mr. A In the presence of ...

Signed and delivered by the withinnamed party of the Second Part by its
partners 1 .... 2.....3..... in the presence of ...

Signed and delivered for & on behalf of the within named Party of the Third Part by
its Managing Director Mr. in the presence of ...

24
 4. IMPORTANCE OF DRAFTING:
Drafting: To draft = To draw up = To outline in the form of rough notes.
Pleading: (Definition, according to the Civil Procedure Code) Plaint or written statement, All
statements are written statements.
To Plead: To address the court as an advocate on behalf of the plaintiff or the defendant, i.e.
client.
Pleading: Formal written statements, replies to the accusations made Pleadings by the parties
in a legal action.
Conveyancing: To convey to give to somebody full legal rights in land or building = Real
Property Land and Buildings.
Conveyance: A document conveying the property.
The meaning of the word DRAFTING is to draft or to draw up or to outline in the form of
rough notes, while PLEADING, according to the Civil Procedure Code, means a Plaint, or a
written statement. Therefore, all pleadings are written statements. To plead on behalf of the
plaintiff or the defendant, The meaning of the word CONVEYANCING is O convey or to
give to somebody full legal rights in land or building, which is called real property, and real
property includes land and buildings. A conveyance means a document conveying the
property. The importance of the study of law need not be explained. It is said that Law is the
King of the Kings. It is, therefore, most powerful and rigid, too. In the whole world, there can
be nothing stronger than law. With legal power, even the weak may be superior to the strong.
At this background, we have to consider the fact that if Law is the King of the Kings, drafting
or pleadings and conveyancing is undoubtedly the Queen of that King.

 GENERAL PRINCIPLES OF DRAFTING AND RELEVANT

RULES: The art of drafting the pleadings has not yet fully developed in spite of
the increase in the civil litigation. As a matter of fact, the art of pleading should be
the foundation course and great emphasis should be laid on this paper. Because of
this absence of rigorous training, the young lawyers often indulge in prolixity
rather than clarity and conciseness. Many dead-sure-win cases drag on for years in

25
 the courts only because of faulty drafting. Irrelevant matters, unnecessary details
are often included and the facts placed before the lawyer by his client are not
marshalled. The result is that the martial facts are often mixed up with inessential
matter.
 Pleading is an art, of course, and art which requires not only technical and
linguistic skill but also an expert knowledge of the law on the given point brought
before a lawyer. Even experienced lawyers and attorneys are not infallible and
sometimes they also make mistakes. However, in the matter of pleadings longer
experience and a great linguistic acumen are both essential ingredients. What
ultimately matters is how clearly and systematically have the facts been presented
before the court of law.
 WHAT IS DRAFTING?
Drafting in general means, putting one’s ideas in writing. Drafting of any matter is
an art. Drafting of legal matters requires greater skills and efficiencies. It requires
thorough knowledge of the law, procedure, settled judicial principles, besides
proficiency in the English language. Perfect drafting of matters concerning suits,
applications, complaints, writ petition, appeals, revision, reviews, and other such
matters connected therewith shall lead to a good result in terms of money, time,
energy, and expectation of not only the learned members of the Bench but also the
Bar as well as the parties to the litigation. It creates a congenial atmosphere where
the glory of the judiciary and the Law grows to sky-heights. So is the case
concerning the drafting of conveyance/deeds. Drafting, Pleadings, and
Conveyance (DPC) is made as a compulsory practical subject forming part of the
curriculum of the Law Course in India. It envisages, inter alia, drafting of civil
pleadings; criminal complaints and other proceedings; writ petition, appeal-civil,
criminal; and also SLP; contempt petition, interlocutory applications, etc. A
student who acquires the requisite knowledge, perfection, and proficiency in the
drafting of these matters, shall undoubtedly become a perfect legal professional.
here are some illustrations of conveyancing but these are not exhaustive-
will.
General Power of Attorney.
Special Power of Attorney to execute Sale Deed.
Agreement to sell.

26
 Sale Deed.
Lease Deed.
Mortgage Deed.
Partnership Deed.
Deed of Dissolution of Partnership.
Relinquishment Deed.
Gift Deed.
 IMPORTANCE OF LEGAL DRAFTING:
Legal drafting is important as it ensures that the legal document is structured
properly. A succinctly drafted document clearly expresses its purpose and
applicability. Drafting skills embrace not only the ability to produce crisp
documents but also to acquaint a layman with the intention of the legal document.
The legal profession swears by the maxim, “verba volant, scripta manent”
which means spoken words fly away, written words remain! Legal drafting skills
begin with having a strong command over the language. A lawyer must connect
his words like pearls in a string. Legal documents that are flawless and error-free,
win half the case for a lawyer. A well-drafted document is equivalent to a strong
argument and can make or break a case. A legal document, whether it is a
contract, written statement or an affidavit, serves two purposes informing and
engaging both the client and the court about the legal issue. It becomes essential
for lawyers and judges to draft all legal documents with precision, to clearly
depict all essential facts as well as engage a layman to its content.
10 IMPORTANT ELEMENTS OF DRAFTING:

1. Be clear: Be clear as to what the document means to say, does not mean to say and
need not say. Make your self-well-versed with various provisions of laws the legal
document deals with.
2. Remove the ambiguity: Try to clear all the ambiguous instances from the
document. The statements made in the documents should not communicate more than
one concept.
3. Be precise: The matter to be covered by a draft should be precise and concise. It
must convey the complete message for which it is prepared. The reader should feel
inspired by it.

27
4. Clarity: There must be clarity and preciseness not only in each sentence but also in
the overall presentation of the draft. There must be a nexus between sentences and
different paragraphs. The draft shall be in sequence and relevant to the subject matter.
5. Unilateralism: Be prepared for vetting, review without necessarily accepting
casual and non-contextual suggestions. Clarity as to the bare minimum contents you
require for protecting and safeguarding your interest has to be adhered to.
6. Remember the chronology: If the document is supplementary to any other
master document/s make sure to comply with master documents and other
supplements as well. If needed, draft the details of the other documents in a
chronological order.
7. Define important things: Include a chapter of definitions to define and explain
the important technical concepts relating to the document. Make sure to adhere to the
definitions throughout the document. The chapter containing the definitions is placed
at the beginning of the document.
8. Adaptability: The matter to be included in a draft must be adaptable to the factual
position, to the circumstances of the case and feasible/suitable to the enforcement.
9. Lucidity: The language and words used while drafting must be lucid, simple and
appropriate to the situation. There should not be longer sentences or paragraphs. It
must convey the message involved in it to a person of ordinary prudence. The
language must be polite and make the other side form a good opinion.
10.Be logical: So that the risk of omission and repetition is minimized. Comply with
incidental mandatory requirements… such as stamping of documents, registration,
vetting, etc. Respect precedent and forms… without converting yourself into a
mechanical follower, so that allegations like “non-application of mind” or “cut and
paste” technologist can be avoided.

 Why should a Lawyer have Legal Drafting Skills?

Legal drafting is the most important instrument of legal communication. The skill
to draft well is the skill to think and communicate well. Therefore, it is important
to recognise the purpose that a legal document has to serve. A legal document
must be drafted in a way that it categorically specifies the legal issue, statements
of the client and the remedies sought if any. A lawyer equipped with legal drafting

28
skills is able to identify his target audience who is going to read the document.
The content of a legal document must be understood by the audience who is
reading it. For instance, a legal notice sent to the other party must not be full of
legal jargons that the other party is disabled from understanding the legal issue
and remedies sought from him. Legal drafting skills are also important as they
ensure that the legal document is structured properly. An unstructured document
without balance lacks effectiveness. Overusing negative statements or an
aggressive tone can make a document seem confrontational. A document free of
such failures and errors is considered most authentic and effective. Legal drafting
skills also embody refraining from using legalese i.e. complicated legal phrases
and jargon that is beyond the comprehension of a layman. The meaning and
purpose of a legal document must be clear and simple. A legal document burdened
with unnecessarily complicated terms loses its essence as its purpose becomes
unclear. Legal drafting must be concise. It does not mean that the crux and
requisite statements are to be left out. A succinctly drafted document clearly
expresses its purpose and applicability. Technical terms, on one hand, may assist
to maintain the fidelity of a document, may not appeal or intrigue the mass
audience. A complicated document with heavy with legal jargons would go over
the head of a client. Legal drafting skills also include the art of drafting authentic
documents rather than using template format for every contract or notice drafted.
It is important that every document drafted by a lawyer is free of plagiarism or
unverified, unauthentic content. Each statement made must be supported by a case
law, precedent or statute. This makes conducting legal research before drafting a
document, one of the skills required to draft pristine documents. Legal research is
essential to construct a background and basis structure of a legal document and
enables the court to relate to its content effortlessly. Legal drafting skills also
encompass using feedback from the court and clients to improve on the points
where the legal document lacks. It is important to understand whether the client is
consumed with doubts after reading the document, or is able to understand even
the most complicated legal procedures and technicalities through his legal
document. Drafting skills embrace not only the ability to produce crisp documents
but also to acquaint a layman with the intention of the legal document. A lawyer
who possesses these legal drafting skills is able to build a strong legal practice in
whichever legal domain he practices.
29
30