Professional Documents
Culture Documents
b.
2.
3.
4.
2.
3.
4.
5.
Rights of Assignee
1.
2.
3.
4.
2.
3.
3.
2.
3.
The partnership
One or more but not all the partners
One or more or all the partners, or in a third person
in trust for the partnership.
5.
1820admission by a partner
GR: a person is not bound by the act, admission statement, or
agreement of another of which he has no knowledge or to
which he has not given is consent except by virtue of a
particular relation between them.
An admission made by a partner is an admission against the
partnership under the conditions given:
1.
2.
Restriction:
1.
2.
1.
3.
3.
4.
2.
2.
1.
2.
3.
4.
b.
c.
1826-Incoming partner
Does the admission of new partner dissolve the old firm and
create a new one? Yes, because since the old firm is dissolved,
the original creditors would not be the creditors of the new
firm, but only of the original partners, hence they may lose
their preference.
Liability
1.
2.
3.
4.
1825partner by estoppels
5.
1.
2.
3.
4.
5.
6.
7.
8.
It is not a partnership.
Estoppelis a bar which precludes a person from
denying or asserting anything contrary to that which
has been established as the truth by his own deed or
representation, either express or implied.
Instances
a. Directly represents himself to anyone as a
partner in an existing partnership or in a
non-existing partnership
b. Indirectly represents himself by consenting
to another representing him as a partner in
an existing partnership or in a non-existing
partnership.
When partnership liability results
a. If actual partners consented to the
representation
When liability is pro ratathere is no existing
partnership and all those represented as partners
consented to the representation, or the person who
represented to be a partner and all those who
consented to such.
When liability is separatethere is no existing
partnership and not all but only some of those
represented partners consented to the act, OR none
of the partners consented, the person will solely be
liable.
Paras
a. Represent himself as partner with or without
consent
i. Deceiver is partner by estoppel
ii. If there is consent, partnership
liability results.
b. Represent himself as a partner of a nonexistent partnership (no partnership liability
result, the liability is imputed to the person
who represents and all those others who
aided him)
Elements
a. Proof by plaintiff that he was individually
aware of the defendants representations as
to his being a partner or that such
representations were made by others and
not denied or refuted by the defendant.
2.
3.
2.
a.
3.
4 categories:
1.
2.
3.
4.
5.
6.
7.
8.
2.
2.
By a partner
a. Insanity-must materially affect the capacity
of the partner to perform his contractual
duties as a partner
b. Incapacityit should be lasting, from which
recovery is remote.
c. Misconduct and persistent breach of
partnership agreement
i. Ex. Drunkenness, rendering false
accounts, misappropriation, misuse
d. Business can only be carried on at a loss
i. Ex. It lost all its capital, insolvency,
abandonment etc
e. Other circumstances: abandonment of the
business, fraud in the management, refusal
to render accounting,
1.
2.
3.
Character of notice
1.
2.
1.
2.
3.
4.
1836WINDING UP
1.
2.
Page 6 of 6