Cases:
marriage even with the consent of the other)
-1767 essential features of partnership (5)
>have a valid contract
>partners have legal capacity to enter into the
contract
> mutual contribution (m,p & i) to common fund
>object must be lawful
>primary purpose is to obtain and divide profit
-1769 rules to determine existence of partnership
>if terms of contract not clear; all of the
essential features of partnership must be
present and in case of doubt; 1769 shall apply
>if existence is disputed; basis will be all facts
and circumstances presented in evidence to
support a finding of the existence or non-
existence of the parties intentions to create a
partnership
-1769 indicia and incidents of partnership (existence)
>partner’s share in profits and losses
>equal rights in the mgt and conduct of business
>partners are agent of the partnership
>partners are personally liable for the debts of
The partnership (except limited partners)
>fiduciary relation exists between the partners
>on dissolution, partnership is not terminated
but continue until the winding up is completed
-1769 difference of partnership from co-ownership
>creation (by contract, by law)
>juridical personality (have, none)
>purpose (realization of profit, common
enjoyment of thing or right)
>duration (no limit, agreement to keep the thing
for more than 10 yrs is not allowed)
>disposal of interest (may not unless consented
by partners, can freely do so)
>power to act with third person (a partner can
represent the partnership, co-owner cannot
represent co-ownership)
>effect of death (dissolution, does not
necessarily dissolve)
-1769 difference of partnership from conjugal partnership
of gains
>parties (two or more, spouse-man and woman
>governing laws (stipulation, by law)
>juridical personality (has, none)
>commencement (execution of the contract
unless otherwise stipulated, date of celebration
of marriage)
>purpose (realization of profit, regulate the
property relation of spouses during marriage)
>distribution of profits (according to agreement
or capital contribution, equal division)
>management (mgt is shared equally, husband
decision prevails in case of disagreement)
>disposition of shares (whole interest may be
disposed without the consent of other partners,
share of spouse cannot be disposed of during
-1769 difference of partnership from voluntary
associations
>juridical personality (have, none)
>purpose (realization of profit, lacks the purpose
of realization of profit)
>contribution of members (capital, fees and not
capital)
>liability of members (partnership is the one
liable in the first place, members are individually
liable)
-1770 effects of unlawful partnership (4)
>contract is void and partnership never existed
in the eyes of law
>profits shall be confiscated in favor of the govt
>instrument or tools and proceeds of the crime
shall be forfeited in favor of the government
>contribution of partners shall not be
confiscated unless they fall under effect no.3
-1773 contract needed when contribution of immovable
partnership (2)
>contract must be in a public instrument
>inventory of the property contributed must be
made, signed, and attached to the public
instrument (not included in case of personal
property)
-relations created by a contract of partnership (4)
>relations among the partners themselves
>relation of the partners to the partnership
>relation of the partnership with third persons
>relation of the partners to third persons
-1786 obligation with respect to contribution of property
(5)
>contribution at the beginning of the
partnership (m,p & i)at the stipulated time
>answer for eviction in case the partnership is
deprived of the determinate property
contributed
>to answer to the partnership for the fruits of
the property the contribution of which he
delayed from the date they should have been
contributed to the time of actual delivery
>to preserve said property with the diligence of
a good father of a family pending delivery to the
partnership
>to indemnify the partnership for any damages
caused to it by the retention of the same or by
the delay in contribution
-1787 appraisal of goods or property contributed (2)
>in a manner prescribed by the contract of the
partnership
>by experts chosen by the partners and
according to current prices (no stipulation)
>in case of immovable property, appraisal is
made in the inventory of said property
-1788 obligation with respect to contribution of money
and money converted to personal use (4)
>to contribute on due date the amount he has
undertaken to contribute
>to reimburse any amount he may have taken
from the partnership coffers and converted to
his own use
>to pay the agreed or legal interest if he fails to
do no.1 and no.2
>to indemnify the partnership for the damages
caused to it by the delay or conversion of any
sum for his benefit
-1788 liability of guilty partner for interest and damages
(2)
>accrual of liability
>double responsibility
-1789 prohibition against engaging in business (2)
>industrial partner cannot engage in any
business aside from partnership
>capitalist partner cannot engage in business
with the same kind of the partnership biz
-1791 requisite before a capitalist is obliged to sell his
interest (4)
>imminent loss of the business
>majority of the capitalist partner are of opinion
that an additional contribution to the common
fund would save the business
>refusal of capitalist partner to contribute
additional capital (not because of his inability to
do so
>no agreement that even in case of an imminent
loss of the business the partners are not obliged
to contribute
-1792 obligation of managing partner who collects debt (2)
>any sum received by the managing partner shall
be applied to the two credits in proportion to
their amounts
>any sumreceived by the managing partner for
the account of the partnership, the whole sum
will be applied to the partnership credit alone
-1792 requisite of law with regards for the obligation of
managing partner who collects debts (3)
>atleast two debts exist (partnership and
managing partner as creditor)
>both debts are demandable
>the partner who collects is authorized to
manage and actually manages the partnership
-1793 obligation of partner who receives share of
partnership credit (1)
>bring to the partnership capital what he
received even though he may have given receipt
for his share only
-1793 requisites for the applicability of obligation of
partner who receives share of partnership credit (3)
>a partner has received in whole or in part his
share of the partnership credit
>the other partners have not collected their
Shares
>the partnership debtor has become insolvent
-1794 obligation of partner for damages to partnership (2)
>the damages are not generally subject to set-off
>in case of unusual profit through the
extraordinary efforts of the guilty partner, the
courts are authorized by the law to equitably
mitigate or lessen his liability for damages
-1795 risk of loss of things contributed (5 cases)
>not fungible where only the use is contributed
(partner)
>ownership transferred to partnership
(partnership)
>fungible things where only the use is
contributed (partnership)
>to be sold (partnership)
>brought and appraised in the inventory
(partnership)
-1796 responsibilities of partnership to partners (3)
> to refund amount disbursed by him in behalf of
the partnership
>to answer for the obligation he may have
contracted in good faith in the interest of the
business
>to answer for risk in consequence of its mgt.
-1800 scope of power and limitation of managing partner
(3)
>minor power to issue receipt
>to purchase on account as it is usual or
customary in the operation of partnership
>to dismiss an employee upon justifiable cause
for dismissal, after complying with the
requirements prescribed by law in terminating
employment
-1801 scope of powers of two or more managing partners
(2)
>
>
-1801 requisites for the applicability of the powers of two
or more managing partners (3)
-1803 rules to be observed when the manner of
management has not been agreed upon (2)
-1807 partner accountable as fiduciary (3)
-1808 right of the capitalist partner to engage in business
(3)
-1809 cases where any partner have the right to formal
account as to partnership affairs (4)
-1813 rights of the transferee or assignee (4)
-1813 rights withheld from assignee (3)
-1816 nature of individual liability of partners (3)
-1818 power of partner as agent of partnership
-1818 requisites in order that the partnership will not be
liable (2)
-1819 real property may be registered or owned in the
name of (4)
-1820 admission by partners (4)
-1821 cases of knowledge of a partner (3)
-1826 liability of incoming partner for existing obligations
(2)
-1830 causes of dissolution (8)
-1830 ways of dissolutions effected without violations of
partnership agreement (4)
-1830 loss of specific thing and its results with regards to
dissolution (3)
-1831 grounds where the court shall decree a dissolution
(6)
-1833 cases where authority of partners, as among
themselves, to act for the partnership is terminated (2)
-1834 cases where the partnership is bound by any act of
partner after dissolution (2)
-1834 notice of dissolution to creditors (4)
-1836 manner of winding up (2)
-1836 persons authorized to wind up (3)
-1837 rights where dissolution not in contravention of
agreement (2)
-1837 rights where dissolution in contravention of
agreement (2)
-1838 rights of injured partner where partnership contract
rescinded (3)
-1839 rules in settling accounts between partners after
dissolution (9)
-1841 rights of retiring or of legal representative of
deceased partner when business is continued (2)
-1842 persons liable to render an account after dissolution
(3)