CHAPTER 1 [General Provisions] Flashcards
What is “Partnership”?
Article 1767
ARTICLE 1767. By the contract of partnership two or more persons bind themselves to contribute
-money,
-property, or
-industry
to a common fund, with the intention of dividing the profits among themselves.
Two or more persons may also form a partnership for the exercise of a profession.
What is the character of “Partnership” under Article 1768?
ARTICLE 1768. 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.
What are the rules in determining whetehr partnership exists under Article 1769?
ARTICLE 1769. In determining whether a partnership exists, these rules shall apply:
(1) Except as provided by article 1825, persons who are not partners as to each other are not partners as to third persons;
(2) Co-ownership or co-possession does not of itself establish a partnership, whether such co-owners or co-possessors do or do not share any profits made by the use of the property;
(3) The sharing of gross returns does not of itself establish a partnership, whether or not the persons sharing them have a joint or common right or interest in any property from which the returns are derived;
(4) The receipt by a person of a share of the profits of a business is prima facie evidence that he is a partner in the business, but no such inference shall be drawn if such profits were received in payment:
(a) As a debt by installments or otherwise;
(b) As wages of an employee or rent to a landlord;
(c) As an annuity to a widow or representative of a deceased partner;
(d) As interest on a loan, though the amount of payment vary with the profits of the business;
(e) As the consideration for the sale of a goodwill of a business or other property by installments or otherwise
Article 1770
- What is the character of the object or purppose of partnership?
- What is the purpose of establisment of partnership?
- What happens when an unlawful partnership is dissolved by a judicial decree?
ARTICLE 1770. A partnership must have a lawful object or purpose, and must be established for the common benefit or interest of the partners.
When an unlawful partnership is dissolved by a judicial decree, 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.
Under Article 1771, how is partnership constituted?
What is the exception?
ARTICLE 1771. 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.
Article 1772
- What is the rule if the contract of partnership have a capital of three thousand pesos or more, in money or property?
- What is the status of the partnership if they fail to comply of the rule stated in question 1?
ARTICLE 1772. 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 members thereof to third persons.
Under Article 1773, what is the status of the contract if there is an immovable property contributed if inventory is not made and not signed by the parties and attached into a public instruments?
(What are the requirements under immovable property when contributed to the partnership common fund?)
ARTICLE 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.
Article 1774
Can immovable property or an interest be acquired in the partnership name?
Can the title acquired be conveyed only be conveyed in the partnership name?
ARTICLE 1774. 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.
Under Article 1775, what is the status of those Associations and societies, whose articles are kept secret among the members, and wherein any one of the members may contract in his own name with third persons?
ARTICLE 1775. Associations and societies, whose articles are kept secret among the members, and wherein any one of the members may contract in his own name with third persons, shall have no juridical personality, and shall be governed by the provisions relating to co-ownership.
Under Article 1776, what are the classification of partnership as to its object?
What are the classification of liability in partnership?
ARTICLE 1776. As to its object, a partnership is either universal or particular.
As regards the liability of the partners, a partnership may be general or limited.
Article 1777
What are the two classification/types of universal partnership?
ARTICLE 1777. A universal partnership may refer to all the present property or to all the profits
Article 1778
What is partnership of all present property?
ARTICLE 1778. 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 which they may acquire therewith.
Article 1779
What is universal partnership of all present property?
Can stipulation for the common enjoyment of any other profits allowed?
What are those property cannot be contributed to the common fund? and its exception?
ARTICLE 1779. 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.
A stipulation for the common enjoyment of any other profits may also be made; but the property which the partners may acquire subsequently by inheritance, legacy, or donation cannot be included in such stipulation, except the fruits thereof.
Article 1780
What comprises universal partnership of profits?
What will happen to the movable or immovable property each of the partners may possess at the time of the celebration of the contract?
ARTICLE 1780. A universal partnership of profits comprises all that the partners may acquire by their industry or work during the existence of the partnership.
Movable or immovable property which each of the partners may possess at the time of the celebration of the contract shall continue to pertain exclusively to each, only the usufruct passing to the partnership.
Article 1781
What is the status if the articles of universal partnership is entered into without specificatio if its nature?
ARTICLE 1781. Articles of universal partnership, entered into without specification of its nature, only constitute a universal partnership of profits.
