chapter 1

Question 1

Article 1778

Answer 1

provides that in a universal partnership of all present properties, partners contribute all properties that belong to them to a common fund together with the profits that they may acquire from said property.

Question 2

Article 1779

Answer 2

They may also agree to include all other profits that they may subsequently receive but the property that the partners may acquire subsequently from heritance, legacy, or donation cannot be included in their agreement, except the fruits thereof.

Question 3

Article 1780

Answer 3

A universal partnership of profits comprises all that the partners may acquire by their industry or work during the existence of the partnership. Only the usufruct over the property of the partners passes to the partnership.

Question 4

Article 1781

Answer 4

Provides when the articles of partnership do not specify the nature of partnership, the presumption is that the partners intend only a universal partnership of profits.

Question 5

Article 1782

Answer 5

Persons who are prohibited by law to give donations to each other, such as husband and wife cannot form a universal partnership. Husband and wife may, however form a particular partnership. While spouses cannot enter into a universal partnership, they can form and be partners in a limited partnership.

Question 6

Article 1783

Answer 6

Contemplates a particular partnership known as professional partnership formed by professional who joined together to practice their profession.

Question 7

Article 1771

Answer 7

As a general rule, a contract of partnership may be made orally or in writing, unless real property or rights are contributed, in which case it should be in public instrument.

Question 8

Article 1772

Answer 8

Provides when a cash or property worth 3K or more contributed as a capital, the Articles of the partnership shall be in public instrument and registered with the SEC.

If the requirements are not complied with, it will not affect the liabilities of the partnership and the partners to its third parties. If the partnership is not written in a public instrument, the remedy of the partner is to compel the execution of pubic instrument through an action for a specific performance.

Question 9

Article 1773

Answer 9

If real property, regardless of it’s value, is contributed by any of the partners, the contract of the partnership must be in public instrument, and attached to it should be the inventory of the property contributed, duly signed by the parties.

Question 10

Article 1775

Answer 10

Provides that association whose articles are kept secret among the members and where they contract in their own names with third persons are not partnerships because they do not have juridical personalities and are not governed by the provisions of co-ownership.

Question 11

Commencement of the partnership

Answer 11

A partnership commences on the date upon the agreement of the partners, upon the happenings of a condition agreed upon by the partners, or in the absence of an agreement, the execution of the contract.

Question 12

Duration of the partnership

Answer 12

A partnership may either be for a fixed term, particular undertaking, or at will. The formation and dissolution of which depends on the mutual desire and consent of the parties. Any one of the partners may, at his sole pleasure, dictate the dissolution of the partnership, even in bad faith, subject to liability for damages.

Question 13

Article 1785

Answer 13

A partnership may be extended expressly or impliedly, when a partnership is for a fixed term or a particular undertaking and is continued, without any express agreement, after the termination of fixed term or particular undertaking.

Question 14

Rules to determine existence

Answer 14

When the intent of the parties is clear, such intent shall govern.

Question 15

When it does not clearly appear (1)

Answer 15

Persons who are not partner to each other are not partner as to third person unless there is estoppel.

Question 16

When it does not clearly appear (2)

Answer 16

Co-ownership or co-possession does not establish partnership even when there is sharing of profits in the use of the property.

Question 17

When it does not clearly appear (3)

Answer 17

Sharing of gross returns does not establish partnership even when parties have a joint or common interest in any property from which the returns are derived.

Question 18

When it does not clearly appear (4)

Answer 18

The receipt by a person of a share in the profit of a business is prima facie evidence that he is a partner that may be contradicted by proof that such profits were received as payment of a debt, wages, rent, annuity, interest on loan, or as a consideration for the sale of a goodwill of a business.

Question 19

Kinds of partnership (1)

Answer 19

As to legality of its existence, a partnership may either be a partnership de jure that has complied with all the requisites for a lawful business or a partnership de facto that failed to so comply.

Question 20

Kinds of partnership (2)

Answer 20

As to its object, partnership may either be a universal partnership of all present property or of all profits or a particular partnership.

Question 21

Kinds of partnership (3)

Answer 21

As to the liability of the partners, a partnership may either be a general partnership consisting of general partners who are liable pro rata and subsidiarily or at time solidarily with their separate property for partnerships obligations, or a limited partnership which is formed by two or more persons having as members one or more general partners and one or more limited partners who are not personally liable for the partnership obligations.

Question 22

Kinds of partnership (4)

Answer 22

As to publicity, a partnership may either be a secret partnership-one where the existence of certain persons as partners is not made known by the partners or an open or notorious partnership whose existence is made known to public by the partners.

Question 23

Kinds of partnership (5)

Answer 23

As to its purpose, a partnership may either be a commercial or trading partnership that exists for the transaction of business or a professional or non-trading partnership that exists for the exercise of a profession.

Question 24

Kinds of partnership (6)

Answer 24

As to its duration, a partnership may either be for a fixed term or particular undertaking or a partnership at will.

Question 25

Kinds of partner (1)

Answer 25

Capitalist partner who contributes money or property.

Question 26

Kinds of partner (2)

Answer 26

Industrial partner who contributes only his industry, skills, or services.

Question 27

Kinds of partner (3)

Answer 27

General partner whose liability to the third persons is limited to his separate property.

Question 28

Kinds of partner (4)

Answer 28

Limited partner whose liability to third persons is limited to his capital contributions.

Question 29

Kinds of partner (5)

Answer 29

Managing partner who is designated t manage the affairs or business of the partnership.

Question 30

Kinds of partner (6)

Answer 30

Liquidating partner who takes charge of winding up the partnership affairs.

Question 31

Kinds of partner (7)

Answer 31

Partner by estoppel who is not really a partner but is liable as such for the protection of innocent third persons

Question 32

Kinds of partner (8)

Answer 32

Continuing partner who continues the business after the dissolution of the partnership by the admission of a new partner, or retirement, death, or expulsion of existing partners.

Question 33

Kinds of partner (9)

Answer 33

Surviving partners who remains a partner after dissolution by the death of any partner.

Question 34

Kinds of partner (10)

Answer 34

Sub-partner who is not a member of the partnership and technically and legally speaking, not a partner as he only contracts with a partner concerning the share of the latter in the partnership

Question 35

Partnership distinguished from joint venture

Answer 35

A partnership operated with a firm name and legal personality, while a joint venture operates without a firm name and legal personality. A partnership generally relates to a continuing business of various transactions of a certain kind, while a joint venture is usually limited to a single transactions. A corporation may not enter into a partnership but may enter into joint ventures.

Question 36

Partnership distinguished from co-ownership

Question 37

Partnership distinguished from a corporation

Question 38

Partnership distinguished from conjugal partnership of gains

Question 39

Partnership distinguished from association