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I.

PARTNERSHIP GENERAL PROVISIONS



A. Three Levels of Existence of Partnership
B. What is a Contract of Partnership?
C. Elements of a Partnership
1. Consent
2. Subject Matter: Pursuit of a Business Enterprise
a. Co-ownership/ co-possession do not necessarily constitute a partnership
b. Receipt by a Person of a Share of the Net Profit
c. Meeting of the Minds
d. Existence of a Business Enterprise
e. Doctrine of Attributes of Proprietorship
f. Unlawful Subject Matter
3. Cause or Consideration
4. Purpose is to engage in some business enterprise
5. Element of Joint Control

D. CHARACTERISTICS

1. Primarily Contractual
2. Nominate and Principal
3. Consensual
4. Onerous and Bilateral
5. Preparatory and Progressive
6. Separate Juridical Personality
7. Delectus Personae
8. Mutual Agency
9. Personal Liability of Partners for Partnership debts

E. PARTNERSHIP AS A JURIDICAL ENTITY

1. RE: Secret Association
2. RE: Separate Juridical Personality
3. Doctrine of Piercing the Veil of Separate Juridical Fiction
4. Entitlement to Constitutional Rights and Guarantees

1. Due Process and Equal Protection
2. Right vs. Unreasonable Searches and Seizure
3. No right against Self-Incrimination

F. PARTNERSHIP AS A BUSINESS ENTERPRISE
G. ESSENTIAL ATTRIBUTES OF THE PARTNERSHIP

1. Essential Features:
i. There must be a VALID CONTRACT
ii. The parties must have LEGAL CAPACITY
iii. There must be mutual contribution to a COMMON FUND
iv. The purpose is to obtain PROFITS and DIVIDE the same

2. Essential attributes

a. Consensual and weak juridical personality
1. informal nature
2. Weak Nature
b. Mutual Agency
c. Delectus Personae
d. Unlimited Liability

H. PARTNERSHIP VS.

1. JOINT VENTURE
2. CO-OWNERSHIP
3. JOINT ACCOUNT
4. AGENCY
5. BUSINESS TRUST
6. CORPORATION
i. Legal Capacities
ii. Limited Liability
iii. Partner as agent of partner
iv. Rights of Transferor
v. Effects of Defective Incorporation
vi. Cooperative





II. CLASSES OF PARTNERSHIPS AND PARTNERS
Article 1776-1783

A. As to Object
1. Universal
2. Particular

B. As to Duration
1. Partnership with a fixed term
2. Partnership for a particular undertaking
3. Partnership at will

C. As to Extent of Partners Liabilities
1. General Partnership
2. Limited Partnership

D. Other Classes of Partners
1. Capitalist Partner vs. Industrial Partner
2. Original Partner and Subsequent or Incoming Partners
3. Managing Partner
4. Liquidating Partner
5. Retiring Partner
6. Continuing Partner
7. Partner by Estoppel

II. Special Issues as to WHO may qualify to become partners

1. May Spouses Validly Enter into a Partnership Relation?
A. Spouses cannot enter into a Universal Partnership
B. Spouses are NOT qualified to enter into other forms of partnership for gain
C. Professional Partnerships
D. May Corporations become Partners?


IV. PARTNERSHIP: FORMAL AND REGISTRATION REQUIREMENTS

1. When immovable property Contributed
2. The Partnership Name
3. Registration
a. Intra-Partnership Relation
b. Dealings with Third Parties
4. Value of Form and Registration

V. RIGHTS AND POWERS OF PARTNERS
ARTICLE 1810

RIGHTS OF PARTNERS

1. Right to Manage the Partnership
a. General Rule on Partnership Management
b. Transactions NOT in the Ordinary Course of Partnership Business
c. Specific Modification on the Power of Management
2. Power of Alteration
3. Power over Real Properties of the Partnership
4. Partners Right to Specific Partnership Property
5. Equity Rights of Partners
6. Right to Inspect
7. Right to Demand True and Full Information
8. Right to Demand Accounting
9. Right to Dissolve Partnership

OBLIGATIONS OF THE PARTNERSHIP

1. Obligations TO the Partners
2. Obligations to Third Persons

VI. DUTIES AND OBLIGATIONS OF PARTNERS

1. Obligation to Contribute to the Common Fund

Why is it then necessary for Partnership Law to declare expressly that a partner is a
debtor of the partnership for whatever he may have promised to contribute thereto?

A. When Promised Contribution is a Sum of Money
B. When Promised Contribution is Property- In General
C. Contribution is Goods
D. Contribution is Real Property
E. Contribution of Service or Industry: The Industrial Partner
F. Obligation for Additional Contribution
G. Remedies When there is Default in Obligation to Contribute
H. Personal Obligations for Partnership Debts; Doctrine of Unlimited Liability

2. Fiduciary Duties of Partners

A. Duty to Account
B. Duty to Diligence
C. Duty to Loyalty
D. Specific Fiduciary duties of Industrial Partner
E. Specific Fiduciary duties of Capitalist Partners

3. Obligation of Subsequently Admitted Partners
4. Obligations of Non-Partners

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