Chapter 1: GENERAL PROVISIONS (1767-183) Flashcards

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1
Q

1767: What is a partnership?

A

By the contract of partnership 2 or more persons by 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 fpr the exercise of a profession.

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2
Q

P’ship characteristics (6) & essential RQs (4)

A
CHARS:
1. Consensual
2. Principal
3. Bilateral 
4. Nominate 
5. Preparatory 
6. Onerous
RQs
1. must be a VALID Contract
2. mutual contribution of MPI to a common fund
3. lawful object/purpose
4. must be established for the common benefit/interest of the partners - to obtain prpfits and divide it among themselves.
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3
Q

latin for “choice of person”

A

delectus personae

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4
Q

4 advantages & 5 Disadvantages

A

ADV:
1. easier to organiez
2. less gov’tal supervision & control than corp
3. 1 cant be admitted w/o other’s consent
4. Every partner has a voice.
DISADV:
1. unli liab for GPs
2. easily dissolved (death, withdrawal, insolvency)
3. has ltd pship; no power of succession
4. difficult to raise capital
5. industrial P- can’t engage in any other bus.

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5
Q

1768: Juridical personality of a PSHIP meaning

A

has its own legal exicstence & is susceptible of rights & obligrations

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6
Q

1768: PSHIP has 3,000 capital or more- RQs + effect otherwise

A
  1. contract- in PUBLIC INSTRU
  2. recorded in SEC
    effect otherwise: still acquires JP
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7
Q

1769: Rules in determining whether a PSHIP exists

A

Doesnt establish PSHIP

  1. persons not partners as to each other are not persons as to 3rd persons
  2. Co-ownership /co-possession whether they do/dont share profits
  3. Sharing of GR
  4. Receipt of a share of profits - A PRIMA FACIE EVIDENCE that one is a partner. EXPNS:
    > payment for debt, wages, rent, annuity, loan interest, sale of goodwill.
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8
Q

1770: a PSHIP must have a lawful object/purpose. Otherwise

A

A. illegality constitues a crime:

  1. PSHIP is VOID
  2. Ps- criminally prosecuted
  3. proceed of crime - in favor of govt

B. illegality doesnt constitute a crim:

  1. Pship is VOID= no JP
  2. proceeds/profits (not the P’s contrib) - forfeited,
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9
Q

1770: examples of unlawful PSHIP

A

gambling, prostitution, smuggled goods

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10
Q

1771- a PSHIP may be constituted in ANY FORM, except where immovable property or real rights are contributed there to, in which ______

A

a public instrument shall be necessary

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11
Q

1772: Every contract of PSHIP having a capital of 3,000 or more, in money or property, shall appear in a public instru, which must be recorded in SEC. Failure to comply with this RQ shall ___

A

not affect the liab of the PSHIP and the members thereof to 3rd persons.

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12
Q

1773: a contract of PSHIP is void, whenever immovable property (or real rights) is contributed thereto, __.

A

if an inventory of said property is not made, signed by the parties and attached to the public instru.

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13
Q

1774: an immovable property or an interest therein may be acquired in the PSHIP name. Title so acquireed can be ______

A

conveyed only in the PSHIP name

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14
Q

1775: Associations and societies, whose ARTCILES ARE KEPT secret among the members, and wherein any one of the me bers may contract in his own name with thirs persons, shall ___

A

have no JP and shall be governed by the provisions relatin to co-ownership.

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15
Q

1776: As to its object, a PSHIP is either _____.

As regards the liability of the partners, a PSHIP may be ______

A
  1. universal or particular

2. general or limited

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16
Q

1777: a universal partnership may refer to _____

A

all the present property or to all the profits

17
Q

1778: ___: the partners contribute all the property which actually belongs to them to a common fund, with the intentipn of dividing the same among themselves, as well as the profits which they may acquire therewith

A

PSHIP of all present property.

18
Q

1779: in a ____the property which belong to each of the partners at the time of the partnership becomes the common property of the partners, as well as the profits which they may acquire therewith.

A

a universal partnership of all present property

19
Q

1779: a stipulation for the common enjoyment of any other profuts may also be made; but ___

A

the property which the parties may acquire subsequently by inheritance, legacy. or donation cannot be included in such stipulation, except the fruits thereof.

20
Q

1780- A universal partnerhsip of profits comprises all that the partners may acquire by ____

A

their industry or work during the existence of the partnership.

21
Q

1780: UPOP: Movable or immovable property which each of the partnetrs may possess at the time of the celebration of the contract shall___

A

continue to pertain exclusively to each, only the usufruct passing to the pship.

22
Q

1781: Articles of universal partnership, entered into without specification of its nature, ____

A

only constitute a UNIVERSAL PROPERTY OF PROFITS.

23
Q

1782: Who are the persons who cannot enter into a universal pship? + enumeration

A

Persons who are prohibited from giving each other any donation or advantage.

24
Q

1783: A particular pship has for its object , _____

A

determinate things, their use or fruits, or specific undertaking, or the exercise of a profession or vocation.

25
Q

What are the kinds of partners as to liab, contrib, other classfications?

A

liab:
1. GP
2. LP
3. GL-P
Contrib:
1. CAPITALISTS
2. INDUSTRIALISTS
3. CAPITALIST-INDUSTRIALIST

others (1-8)