Professional Documents
Culture Documents
Contract, association, legal relation, joint undertaking, status arising out of a contract, organization,
entity.
Fiduciary relation
Voluntary association= element of delectus personae (involves trust and confidence)
-Right to choose co-partners- mutual agency
-Power to dissolve partnership- period/purpose. One-good faith
Juridical personality
-distinct and separate from the partners
-art 1772 (3000 failure public instrument & SEC) /juridical
-art 1773- no inventory=void,
-art 1775- article kept secret= void
-conveyance of property
Existence of partnership
-in case of doubt 1769 shall apply, existence may be questioned by an affected party
*persons not partners to each other- estoppel
*co-ownership/co-possession- profits must be from operation/undertaking not merely ownership
*sharing of gross returns- equal voice as a proprietor
*receipt of share in profit/loss
Partnership vs CPG
-CPG= husband and wifes fruits & income into a common fund
*parties= 2 or more from either sex | man and woman
*laws which govern= stipulation | family code
*juridical personality= has | has none
*commencement= execution of the contract | celebration of marriage
*purpose= obtain profits | regulate property relations
*distribution of profits= agreement | equally
*management= both | husband
*disposition of interest= may | may not even with consent
Classification of partnerships
Extent of subject matter
-Universal partnership
*Prohibited from giving each other donation- cannot enter
-Present property= current property & profit
Future by inheritance, legacy, or donation- not included except fruits
-Profits= what they may acquire by industry/work & usufruct.
Partners retain ownership
Acquired by chance-not included
Fruits of property not included unless stipulated
Assumed if silent
-Particular partnership=determinate things us or fruits, undertaking, profession
Liability of the partners
General= liable pro rata and subsidiarily, sometimes solidarily
Limited=1+ limited, 1+ general, 2+ members
Duration
At will= may be terminated or continued at will
With a fixed term= has period or undertaking-dissolved. Unless continued
Legality of its existence
De jure= complied with all legal requirements
De facto= failed to comply with all legal requirements
Representation to others
Ordinary or real= actually exist among partners and third persons
Ostensible or by estoppel=mislead parties
Publicity
Secret= existence of other partners not known
Open or notorious
Purpose
Commercial or trading= transaction of business
Professional or non-trading= exercise of a profession
Kinds of partners
Under the civil code SLICEGM
-Surviving=remains after death
-Subpartner
-Limited=liability up to capital contribution, also called special, not involved in management
-Liquidating= in charge of winding up
-Industrial= industry/personal service
-Capitalist=money or property
-Continuing= continues after dissolution
-By estoppel=also known as quasi-partner or nominal, not really a partner, liable as a partner
-General= liable up to his personal property
-Manager=manages the partnership, also called general or real
Other classifications DORIS
-Dormant=not active, not known
-Ostensible= active and known
-Original= member from time of its organization
-Retiring= withdrawing
-incoming= about to be
-Secret= active, not known
-Silent=not active, known
Relations created by a contract of partnership
Among partners
Partners with partnership
Partnership with third persons
Partners with third persons
Commencement of partnership
From the time of execution, consensual (not absolute- future, agreement, do not agree on material
terms)
Essential requisites must be present
Imminent loss
Capitalist partner obligated to contribute more or he shall be obliged to sell his interest to other partner.
Requisites: (NROI) no agreement not oblige to contribute, refusal to contribute, opinion to contribute,
imminent loss
Obligation of managing partner who collects debt
Person indebted to partnership and managing partner. Any amount received shall be applied to both
credits in proportion to their amounts unless amount received is for partnership only.
Requisites:
2 debts: partner & partnership
Both demandable
Partner actually manages
If the partners debt is more onerous payment may be applied to him