de*ree o" continuity
Manner of Creation Juridical Personality
Purpose
Prots Duration Dissolution
Partnership Always Created by Contract (Express or Implied) as !uridical personality separate and distinct "rom that o" each indi#idual partner 'ealiati on on o" o" &r &rots
Co-Ownership Generally created by LAW, but may exist without a contract. $o separate %uridical &ersonality
+ay be stipulated upon by the partners
epends upon proportionate shares o" the co-owners
$ o l i m it
/ years or less
eath or incapacity o" one o" the partners dissol#es the partnership
eath or incapacity o" one o" the partners does not dissolve the partnership
Universal Partnership of ALL PR!"# PROPR#$ 0he property which which belon*s to all o" the partners at the time o" the constitution o" the partnership becomes the property o" all (common property) 1 includin* the prots "rom these properties.
&rots "rom other sources becomes common property only i" there is an a*reement between the partners
Universal Partnership - 0he 0he ob! ob!ec ectt is is #a* #a*ue ue and and indenite, contemplatin* a *eneral business with some
Common en en! oy oyment o" o" a ri*ht or thin*
Universal Partnership of ALL PRO%&#! Comprises all that the partners may ac2uire by their industry or wor3 durin* the existence o" the partnership 1 includin* the usur"ruct o" mo#able or immo#able property that each partner may possess at the time o" the a*reement. &rots ac2uired by the partners throu*h chance, without the employment o" physical or intellectual e4orts are not included.
Particular Partnership - 0he 0he ob!e ob!ect ct is is well well de dene ned d and limited, conned to an underta3in* o" a sin*le, ad
hoc or temporary in nature.
Article '()*5 6bli*ation o" the &artner "or ama*es to the &artnership In re5 Article 7/ $CC, any person liable "or "ault or ne*li*ence shall be liable "or dama*es +, A 1 8 -- - C (wholesale and retail o" dry *oods) in +anila. C was able to bro3er a deal with a seller in balintawa3, and the partnership earned a mar*in o" &//3 in prots "or three months because because o" the deal. C, with the permission o" A and 8, decided to use some o" the prots "or a lendin* business in 8alintawa3. A"ter another three months, the partnership *ained a loss o" &9//:. Can C ha#e these losses o4set by the prots he *ained by bro3erin* the deal; In the same
Article '()5 General 'ule5 'is3 o" Loss is borne the owner o" the thin*. Article '()., E#ery partner is an a*ent o" the partnership "or the purpose o" its business A partner is not liable "or carryin* out the business o" the partnership "or as lon* as he is not at "ault and he acted within the scope o" his authority G'5no partner is entitled to compensation "or his ser#ices to the partnership, except in the case o" stipulation> consent o" all the partners > implication
Article '()(, the losses and prots shall be distributed in con"ormity with5 A*reement I" none 1 accordin* to capital contribution ?industrial partner shall recei#e share rst be"ore capitalist partners 1 !ust and e2uitable Article '())5 @tipulation excludin* the partner "rom loss, *enerally #oid, but the partnership exists. ow about "or une2ual shares; Is this allowed (yes) nless *rossly une2ual compared to other partners 8ut as "ar as third persons are concerned5 each and e#ery partner is liable <5 what i" one partner a*rees to bear all the losses "or another (#alid)
Article '/00, Mana1e2ent ri1hts and o3li1ations o3li1ations &a*e ' o" 4
5R, each partner is a mana*er in the absence o" an a*reement -- not dependent on the share o" the partners> capital contribution <5 Wisdom o" appointin* a mana*in* partner; Appointment in the articles o" partnership as compared to a"ter the execution o" the partnership a*reement (as to re#ocability) Example o" powers o" the partner appointed as mana*er5 - All the powers o" an a*ent (*eneral and incidental) to carry out its business. - Issuin* receipts, securin* loans on credit - $A "or businesses wholly "orei*n to the nature o" the business o" the partnership
Article '/0*5 @ub &artnership Contract 8asically "or the di#ision o" prots o" that partner istinct and separate contract "rom the partnership Article '/0, &artnership boo3s 3ept at the &rincipal place o" business >what is a reasonable hourD Article '/0.5 ull disclosure o" the partner o" in"ormation Article '/0(5 iduciary duty o" a &artner to the other partners Continuin1 duty "rom the "ormation o" the partnership to i ts dissolution
G'5 Mana1er not entitled to co2pensation6 3ut they can enter into a collateral ver3al a1ree2ent to that e7ect8
A 8 and C were en*a*ed in the 'eal Estate business "or 9/ years. urin* the dissolution and windin* up o" its a4airs in 9/F, C recei#ed a chec3 representin* an initial installment "or prots "rom one o" the business #entures that the partnership in#ested in. e was able to secretly recei#e other chec3s -- does he ha#e the duty to tell the other partners o" this; (yes)
Exceptions o" implied a*reement as to compensation o" the mana*in* partner . uties in the capacity o" a person not a partner 9. Extraordinary ne*lect in the mana*ement o" the a4airs o" the partnership and the partner is le"t out
In the same example, be"ore the dissolution o" the partnership, Bista Land approached them and o4ered "or sale a prime commercial lot in &asi*. 0he deal "ell throu*h because A and 8 was interested in another location in E@A. owe#er, C made his own deal with Bista Land and was able to ac2uire the lot in &asi*.
Article '/0'5 In the rst example (&roduce 8usiness) I" only A and 8 are *i#en the power to mana*e the a4airs o" the partnership 1 either may execute acts o" administration I" one should oppose the acts o" the other, C may brea3 the tie. (howe#er, the *rounds "or opposition must be #alid)
I" it was ac2uired with his own "unds, does he now own the land; I" it was ac2uired with &artnership unds, does he own the land;
Article '/0), %or2al Accountin1 G'5 &artner does not ha#e a ri*ht to "ormal accountin* o" the partnership "unds.
Article '/045 G'5 I" in the A6& it was stipulated that the consent o" all o" the mana*in* partners is needed "or all acts o" the partnership, what i" 85 ecides to sell some o" the produce at a discount; Balid; (no) ecides to lease their mar3et space to others; $ot #alid What i" in t his case, their #e*etable produce was ruined by a typhoon and C decided to sell them at a discount; Is this allowed; (situation o" *ra#e or irreparable in!ury to the partnership)
Article '/095 0he authority o" the partners to bind the partnership thou*h contracts is limited only to acts o" administration - or "or carryin* out in "urtherance o" the business o" the partnership &a*e 4 o" 4
