WWW (after sa Kang Mipps) : 53:55 1:11:56 Sir: So that, Colis, going back to the formalities what are

re the formalities? Colis: Since partnership is essentially a consensual contract, clearly, theres no need for it to be written in a public instrument unless an immovable property is contributed, an inventory of such property is made, and the partners would want to enter into a partnership that would take years under the Statute of Frauds, and if the capital of the partnership exceeds 3,000 pesos then this should be registered in the SEC. Sir: Then how do you classify partnership? Colis: It is a consensual partnership generally, Sir. Sir: So it is perfected by mere consent? Colis: Yes, Sir. Unless: Colis: Unless if there is a immovable property donated this will be in a public instrument and an inventory of the property made. If two or more persons enter into a partnership within a year it should be in writing since it is unenforceable under the Statute of Frauds. IF the capital of the partnership exceeds 3,000 pesos it should be registered in SEC. Sir: What is an immovable property? Colis: An immovable property is a property that cannot be transferred from one place to another. Sir: As distinguished from a movable, which can be transferred from one place or another. Sir: What are consumables? Colis: Consumables are those which you enjoy while consuming. Sir: You enjoy while consuming? (class laughs) Colis: Aw, you must consume to enjoy, Sir. Sir: Ahhh, you must consume to enjoy! You need not enjoy to consume it! (class laughs) Sir: All right. What about non-consumables? Colis: Non-consumables are those things that can be enjoyed without need to consume. Sir: So it is said that when an immovable property is contributed, it should be in what form? Colis: It should be in a public instrument, Sir. Sir: But this is not only when immovable property is contributed, but even if a real right is contributed. What is a real right? Because the law says, an immovable property or a real right. So what is a real right? Colis: An enforceable right, Sir. Sir: Enforceable right? So what is enforceable? Colis: Like credit sir. Sir: Credit? Credit Lumapas! What is a real right? Lumapas: Sir, I think a real right is a right that may be enforced upon some immovable property. Like, it forms part of an immovable property, Sir. So the right is arising from an immovable property, Sir. () Sir: So it is a right arising from a real property? Lumapas: Yes, Sir.

Sir: So a real right involves real property, while personal right involves personal property? ( ) Lumapas: Yes, Sir. Sir: Do not remember that! Albete, real right? Albete: Real rights are rights that are enforceable upon the whole world. Sir: Ah, so it includes a right over personal property? Albete: Yes, Sir. Sir: So this water jug, although its a personal property, but I have a real right over this. When I say I have a real right over this? Albete: You can enforce your right against anybody. Sir: Correct. Then if Archbishop Palma says, I want that! I can say that No, this is mine! because I have a real right over this and I can enforce a real right against anyone. Against the whole world. Because its a real right. So what is a personal right? Albete: A personal right is the right of a person against a specific person. Sir: Only against a specific person. Albete: Yes, Sir. Only against a specific person. Sir: So that if this is again taken by Archbishop Palma, I saw him take it away, can I go to Pope Francis and say, Pope Francis, give me back my water jug because Archbishop Palma took it away! Can I go to Pope Francis? NO! I cannot enforce my personal right against Pope Francis because my personal right is enforceable only against a particular person, the person who got my water jug, and that person is Archbishop Palma. Remember that, remember that. That is the difference between a real right from a personal right. Now, we say an immovable property is contributedalso? Albete: Also real rights, Sir. Sir: So then if also a real right is contributed, the formalities should be? Albete: The formalities should be, when an immovable property or a real right is contributed, there must be an inventory signed by the parties, attached in a public instrument, and this must be recorded in the registry of the location of the property. And that this must also be recorded in SEC. Sir: So that if you agreed with Mr. Lumapas to enter into a partnership, and you offered your 5M pesos as contribution, and Lumapas offered to lease the fish pond owned by his father to the partnership, what formalities would it require? Albete: With that, Sir, since 5M is not an immovable, Sir, just like credit, the only formalities are to have a public instrument and record the property with SEC. Sir: So what if it is not recorded in a public instrument? Albete: If it is not recorded, Sir, still it has a juridical personality. The partners and the partnerships will be liable. Sir: Lumapas, did you hear that? Can you review the facts? Lumapas: When a real right or immovable is contributed to the partnership, Sir, the formalities required are: the contribution be put in a public instrument, signed by the parties, registered in SEC. Sir: Review the situation. Lumapas: Albete contributed an amount of money, Sir. 5M. My contribution was the lease of a fish pond which my father owns. Sir: Formalities required?

Lumapas: Formalities required Since the contributions to the partnership involve real rights and immovable property, Sir, aside from mere consent of the parties, another requirement is that the an inventory be written and signed by the parties, and registered in SEC, Sir. Sir: Fookson, did you hear that, Fookson? Fookson: Yes, Sir. Sir: Lets have the formalities. Fookson: Since the contributions of one party was 5M, and the other parties contribution was the lease of a fish pond, then it should be in a public instrument because the money was more than 3,000 pesos and since it says a real property or a real right, there should be an inventory signed by the parties, attached to the document. Also, it should be registered in the Register of Deeds where the property is located, Sir. Sir: So different from the answer of Albete? You do not agree with Albete? Did you hear her answer? What was Albetes answer? Fookson: Albete said that it should be in a public instrument Sir: In a public instrument, yes, but need not be registered. The partnership continues to exist if? Fookson: Even if it is not registed, it still has a juridical personality. Sir: Moreover Ong! What else did Albete say, Ong? Ong: She said, Sir, that aside from the fact that mere consent creates a partnership, she also said that since the contribution exceeds 3,000 pesos, it has to be in a public instrument and registered with SEC. Sir: But even if not registered? Ong: Even if not registered, Sir, it still has a juridical personality because the commencement of the partnership starts from the meeting of the minds of the parties. Sir: On the other hand, an inventory? Ong: An inventory is only necessary when it is a contribution of an immovable property or a real right. Sir: In our case? Ong: In our case, Sir, what was included was only the lease of a fish pond. It is not a contribution of an immovable property, and it is also not a contribution of a real right. Sir: Ah. It is not a contribution of an immovable property and no real right was also contributed? What was contributed, then? Ong: Only the lease of the fish pond, Sir. Sir: But I thought the lease was a real right? What do you think? Ong: It is not a real right, Sir. Because it is enforceable only on the owner of the fish pond, the lessee, Sir. The right of the lessee is only against the lessor. Sir: The right of the lessee is only against the lessor So if, say, a real right is contributed, then that real right must comply with the formalites inventory, signed, attached, registered. Why would it be required? Ong: The formalities are required, Sir, only in the event of an immovable property or a real right. Sir: That is correct. So if there is a lease involved, it is a real right. Cabergas! Cabergas: When a real right is involved, Sir, there must be an inventory signed by the parties, attached to the public instrument, and recorded in the place where the property is located. Sir: Here, what happened to the partnership?

Cabergas: The lease is a real right, Sir. So because it is a real right, if there is no inventory, not signed by partners, and not recorded, there is no partnership, Sir. Sir: Partnership is void? Uy, Josie!