WWW June 27, 2015

Sir: So as to objects?
Rashid: As to object, a partnership can either be universal or particular
partnership.
Sir: Particular partnership, finally?
Rashid: As to liability sir?
Sir: Particular partnership?
Rashid: A particular partnership is a partnership whose object refer to
determinate things, their use or their fruits, or a partnership which is formed
for a specific undertaking or venture.
Sir: And so, is a joint venture, is it a partnership? Is a joint venture a
partnership, what do you think?
Rashid: Based on my reading sir, a joint venture can also be a partnership
because for example, certain corporations under the law may form joint
ventures for a specific undertaking. The undertaking is limited to, a so long
as that particular activity or venture is allowed by the charter of that
corporation. So a joint venture is an activity where or that two or more
persons actually engage into for mutual support and cooperation for profit
purposes as well.
Sir: Are we therefore saying that a corporation can now become a partner in
a partnership?
Rashid: Generally sir, a corporation is not allowed to be a partner in a
partnership because of the fact that, because of the mutual agency element
of partnership and corporations must exercise their rights, generally
corporations must exercise their activities exclusively and separately
because they have board of directors or board of trustees which are
authorized by law to conduct the affairs of the partnership. So, there are
exceptions sir, for example, in the statute or the charter of the corporation
sir, allows it to actually enter into partnership. When the partnerships are
limited to joint ventures in such a way that the corporations are given a
reasonable time and reasonable amount of idea as to the operations in such
a way that they can guard the interests of its investors. Also signatory
corporations are allowed join partnerships for investment purposes.
Sir: All right. So therefore, a joint venture is exactly the same as a
partnership?
Rashid: Yes, it could be a partnership.

Sir: Exactly the same as a partnership?

Rashid: I submit sir that it will be a limited form of partnership because the
partners then, for example the partners are corporations, the interest of the
stockholders of that particular corporation will not be affected. Their liability
is only limited to the extent of their capital contribution sir to the
partnership.
Sir: So that, how do we now compare a joint venture agreement from a
partnership?
Rashid: Sir, the difference lies with the persons forming the joint venture
agreement. It could be that there will be a joint venture entered into by
natural persons, there could be a joint venture between partnerships as well
and there could be a joint venture between corporations. So, the liabilities
and the legal effects of these differences would spell the difference sir
between all these joint ventures.
Sir: So, does a joint venture agreement acquire a juridical personality?
Rashid: I submit sir that the joint venture agreement acquires a juridical
personality but it is temporary sir. As long as the undertaking to which the
joint venture was formed has been accomplished sir, then the juridical
personality of the joint venture cease to take effect and unless of course sir,
the parties without express consent continues to go with the business. And
then the rights of the parties at the time of the accomplishment of the joint
venture also remain the same.
Sir: Alright. The authorities are not clear on this. Some say it cannot be. It
cannot acquire a juridical personality because we said the joint venture
agreement is not strictly a partnership. The joint venture agreement while it
is entered into by other parties or by the parties do not intend to acquire a
juridical personality. It is just a mere joint investment. But how do we now
distinguish a JVA, joint venture agreement from a true partnership? The
authors are confused. They simply say that if its not sure whether or not it is
a partnership, then at least, the views, any issue that may involve a JVA may
use the rules on partnership. But it does not say it will acquire a juridical
personality. It is a mere joint investment. One party investing on a particular
project but they do not intend to acquire a juridical personality. In other
words, it may not enter into contracts as a juridical person. It may not own
properties as a juridical person. It may not therefore sue as a juridical
person. Because these are just joint account industries. These were
recognized under the old Spanish law, Sociedad anima, and so they were
very common at that time but these were already ruled out because we have
created certain provisions in the civil code which now controls and
administers our partnership as juridical personality.

We will, up to 1790. We start with chapter 2.