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Partnership > Ch1 > Flashcards

Ch1 Flashcards

1
Q

what is a partnership?

A

1767- by the contract of partnership, two or more person binds themselves in the contribution of money, property, or industry into a common fund with the intention of dividing the profits among themselves

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2
Q

what are the characteristics of a partnership?

A

consensual
nominate
Bilateral
commutative
onerous
principal
preparatory

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3
Q

what are the essential elements/ requisites of a partnership?

A

*there must be a valid contract
*the parties must have legal capacity
*there must be a mutual contribution of M,P,I into a common fund
*the object must be lawful
*the primary purpose must be to obtain profits and divide the same among the parties

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4
Q

cannot give their consent to a contract of partnership

A

*unemancipated minor
*insane or demented persons
*Deaf-mutes who do not know how to write
*Persons who are suffering from civil interdiction
*Incompetents who re under guardianship

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5
Q

article 1768

A

the partnership has a juridical personality separate and distinct from that of each of the partners, even in case of failure to comply with the requirements of article 1772, first paragraph

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6
Q

In determining whether a partnership exists, these rules shall apply (1769)

A

*person’s who are not partners as to each other are not partners as to a third person
*co-ownership or co-possession does not of itself establish a partnership
*sharing of gross returns does not of itself establish a partnership
*receipt by a person of a share of the profits of a business is prima facie

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7
Q

it is not prima facie when?

A

*debt by installments
*wages of an employee
*annuity to a widow or representative of a deceased
*interest on a loan
*as the consideration for the sale of a goodwill of a business or other property by installments or otherwise

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8
Q

what is prima facie?

A

at first sight

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9
Q

partnership by estopel

A

person by their acts, consent, or representations have misled third person or parties into believing that the former are partners in a non-existing partnership, such persons shall become subject to liabilities of partners to all who, in good faith, dela with them in their apparent relations

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10
Q

conjugal partnership of gains

A

partnership formed by the marriage of husband and wife by virtue of which they place in a common fund the fruits and income from their separate properties

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11
Q

what happens when an unlawful partnership is dissolved by a judicial decree?

A

the profits shall be confiscated in favor of the state, without prejudice to the provisions of the penal code governing the confiscation of the instruments and effects of a crime

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12
Q

effects of an unlawful partnership

A

*contract is void ab initio
*profits shall be confiscated
*instruments/ tools and proceeds of the crime shall also be forfeited in favor of the government
*contributions of the partners shall not be confiscated unless they fall under NO. 3

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13
Q

what is void ab initio?

A

void from the beginning

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14
Q

form of partnership contract

A

as a general rule, no special form is required for the validity of the contract of partnership. Exception: immovable property/ real rights

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15
Q

contribution of immovable property

A

1773- a contract of partnership is void, whenever immovable property is contributed thereto, if an inventory of said property is not made, signed by the parties and attached to the public instrument

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16
Q

requirements of an immovable property

A

*inventory
*signed by the parties
* attached to a public instrument

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17
Q

art. 1774

A

any immovable property or an interest therein may be acquired int he partnership name. title so acquired can be conveyed in the partnership name

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18
Q

secret partnership

A

shall have no juridical personality, and shall be governed by the provisions relating to co-ownership

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19
Q

as to a partnerships object

A

universal or particular

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20
Q

as to a partnerships liability

A

general or limited

21
Q

universal property

A

vague

22
Q

kinds of universal partnership

A

*all present property
*profits

23
Q

as to its legality

A

*de jure partneship
*de facto partnership

24
Q

representation to others

A

*ordinary
*ostensible

25
Q

purpose

A

*commercial
*professional

25
Q

publicity

A

*secret
*open

26
Q

duration

A

*partnership at will
*partnership with a fixed term

27
Q

kinds of partner

A

*capitalist
*industrial
*general
*limited
*managing
*liquidating
*partner by estoppel
*continuing
*surviving
*sub partner

28
Q

other classification of partners

A

*ostensible
*secret partner
*silent
*dormant

29
Q

art. 1777

A

a universal partnership may refer to all the present property or to all the profits

30
Q

what happens when universal partnership entered without specification of its nature

A

1781- articles of universal partnership, entered without specification of its nature, only constitute a universal partnership of profits.

31
Q

who cannot enter into a universal partnership?

A

1782- persons who are prohibited from giving each other any donations or advantage cannot enter into a universal partnership

32
Q

what is a particular partnership?

A

1783- a particular partnership has for its object determinate things, their use or fruits, or a specific undertaking, or the exercise of a profession or vocation.

33
Q

art. 1767

A

by the contract of partnership, two or more people contribute money, property, or industry into a common fund with the intention of dividing the profit among themselves

34
Q

article 1768

A

the partnership has a juridical personality separate and distinct from that of each of the partners, even in case of failure to comply with the requirements of article 1772

35
Q

article 1770

A

a partnership must have a lawful object or purpose, and must be established for the common benefit or interest of the parties

when an unlawful partnership is dissolved by a juridical decree, the profits shall be confiscated in favor of the state, without prejudice tot he provisions of the penal code governing the confiscation of the instruments and effects of a crime

36
Q

article 1771

A

a partnership may be constituted in any form, except where immovable property or real rights are contributed thereto, in which case a public instrument shall be necessary

37
Q

article 1772

A

every contract of partnership having a capital of three thousand pesos or more, in money or property, shall appear in a public instrument, which must be recorded in the office of the securities and exchange commission

failure to comply with the requirements of the preceding paragraph shall not affect the liability of the partnership and the member thereof to third persons

38
Q

1773

A

a contract of partnership is void whenever immovable property is contributed thereto, if an inventory of property is not made, signed by the parties, and attached to the public instrument

39
Q

1774

A

any immovable property or an interest therein may be acquired in the partnership name. title so acquired can be conveyed only in the partnership name

40
Q

1775

A

associations and societies, whose articles are kept secret among the members, and wherein anyone of the members may contract in his own name with the third persons, shall have no juridical personality, and shall be governed by the provisions relating to co-ownership

41
Q

1776

A

as to its object, a partnership is either universal or particular

as regards to the liability of the partners it is either general or limited

42
Q

1777

A

a universal partnership may refer o all the present property or to all the profits

43
Q

1778

A

a partnership of all present property is that in which the partners contribute all the property which actually belongs to them to a common fund, with the intention of dividing the same among themselves, as well as all the profits they may acquire therewith

44
Q

1779

A

in a universal partnership of all present property, the property which belonged to each of the partners at the time of the constitution of the partnership, becomes the common property of all the partners, as well as all the profits which they may acquire therewith

45
Q

1781

A

articles of universal partnership, entered into without the specification of its nature, only constitute a universal partnership of profit

46
Q

1782

A

persons who are prohibited from giving each other any donations or advantages cannot enter into a universal partnership

47
Q

1783

A

a particular partnership has for its object determinate things, their use or fruits, or a specific undertaking, or the exercise of a profession or vocation

Partnership (1 decks)

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