Part I
PARTNERSHIP OBLIGATIONS OF THE PARTNERS
Chapter I
GENERAL PROVISIONS
I. DEFINITION
1. Partnership
2. Profession
3. Elements of delectus personae
4. Money
5. Property
6. Industry
7. Particular partnership
8. Secret partnership
9. Universal partnership of profit
II. ENUMERATION
A. 7 Characteristic elements of partnership
B. 5 Essential features of a partnership contract
C. 5 persons who cannot give their consent to a
contract of partnership
D. Cases when a person who is not a partner has a
right to share in the profits of a partnership
III. DISCUSSIONS
a. Why is a partnership characterized as a
preparatory contract?
b. What is the importance of giving publicity to the
articles of partnership?
c. Give the effects where a partnership is formed for
unlawful purpose.
IV. PROBLEMS
1. X, Y, and Z formed a partnership to which they
contributed a total capital of P30,000. The
partnership is not registered with the sec. does the
partnership have a juridical personality?
2. Same partnership. The partners agreed on the
sharing of profits but not of losses. Is there a valid
partnership?
3. Same partnership. Among the purpose of the
partnership is the promotion of social and religious
ends. Will this prevent the creation of a valid
partnership in view of Article 1767?
4. Same partnership. The partnership as orally
formed without the contract being put in writing
signed by the partners. Is the contract of
partnership valid?
5. N donated a condominium unit to X, Y, and Z who
agreed among themselves to lease it to W and
share in the rentals. Are X, Y, and Z partners?
Chapter 2
SECTION 1. Obligations of the Partners among
Themselves.
I. DEFINITION
1. Partnership with a fixed term
2. Sub partnership
3. Industrial partner
4. Eviction
5. Future partnership
II. ENUMERATION
A. Obligations of a partner with respect to property
he promised to contribute
B. Requisites before a capitalist partner may be
obliged to sell his interest in a partnership to the
other partners
III. DISCUSSIONS
a. Illustrate the relations created by a contract of
partnership.
b. Why is appraisal of the value of the goods or
property contributed by a partner required? How
shall it be made?
c. State the liability of a partner if he fails or delays
his obligation with respect to contribution of
property. What is the reason for the rule/
IV. PROBLEMS
1. X, a partner in a partnership, upon arriving from
abroad, demands a formal accounting of
partnership affairs. Has X the right to insist on his
demand if the other partners Y and Z refuse?
2. Same partnership. The partnership is engaged in
the grocery business.
a) Can X also engage in the same business?
b) Give the reason why X may be prohibited
from engaging in a business for himself.
3. Same partnership. X is appointed manager in the
articles of partnership. May Y and Z who represent
the controlling interest, revoke the power given to
X if the latter insists on executing a contract for the
partnership which Y and Z oppose?
4. Same partnership. The liabilities of the partners
are as follows: XP50,000; YP30,000; ZP20,000.
a) How shall the profits of P15,000 be
distributed?
b) Suppose W is an industrial partner. What
shall be his share?
5. Same partnership. The partners stipulate that Z
shall not be liable for losses. Is the stipulation
valid?
 SECTION 2. Property Rights of a Partner. I. DEFINITION
I. DEFINITION II. ENUMERATION
1. Partners interest in a partnership III. DISCUSSIONS
2. Profit IV. PROBLEMS
3. Surplus
4. Partnership capital Chapter 4
II. ENUMERATION LIMITED PARTNERSHIP
A. Property rights of a partner in a partnership I. DEFINITION
B. Rights not acquired by an assignee or transferee of II. ENUMERATION
a partner who conveys all his interest in a III. DISCUSSIONS
partnership IV. PROBLEMS
C. Only right acquired by said assignee or transferee
D. Considered as the extent of a partners interest in
a partnership
III. DISCUSSIONS
IV. PROBLEMS
1. X, Y, and Z are partners in a partnership which
owns a parcel of land. May X transfers his right as a
partner to said property to Y?
2. Same partnership. X is liable to W, creditor, who
obtained a court judgement against X for the sum
of money. What remedy is given by law to W for
the satisfaction of his credit against X?
3. Same problem. What may the other partners, Y
and Z, do to protect the interest of the
partnership?

SECTION 3. Obligations of the Partners with regard to

Third Persons.
I. DEFINITION
1. Pro rata liability
2. Subsidiary liability
3. Equitable interest or title
4. estoppel
II. ENUMERATION
A. rules governing the liability of a partner for
partnership contract
III. DISCUSSIONS
a. May a partnership continue to use in its firm name
the name of a partner who has died?
b. In what cases are partners solidarily liable with the
partnership to third persons?
c. Can W who is not a partner in a partner in a
partnership be held liable as a partner. Explain
d.
IV. PROBLEMS
1.
Chapter 3
DISSOLUTION AND WINDING UP