Chapter 1: GENERAL PROVISIONS (1767-183) Flashcards
1767: What is a partnership?
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.
P’ship characteristics (6) & essential RQs (4)
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.
latin for “choice of person”
delectus personae
4 advantages & 5 Disadvantages
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.
1768: Juridical personality of a PSHIP meaning
has its own legal exicstence & is susceptible of rights & obligrations
1768: PSHIP has 3,000 capital or more- RQs + effect otherwise
- contract- in PUBLIC INSTRU
- recorded in SEC
effect otherwise: still acquires JP
1769: Rules in determining whether a PSHIP exists
Doesnt establish PSHIP
- persons not partners as to each other are not persons as to 3rd persons
- Co-ownership /co-possession whether they do/dont share profits
- Sharing of GR
- 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.
1770: a PSHIP must have a lawful object/purpose. Otherwise
A. illegality constitues a crime:
- PSHIP is VOID
- Ps- criminally prosecuted
- proceed of crime - in favor of govt
B. illegality doesnt constitute a crim:
- Pship is VOID= no JP
- proceeds/profits (not the P’s contrib) - forfeited,
1770: examples of unlawful PSHIP
gambling, prostitution, smuggled goods
1771- a PSHIP may be constituted in ANY FORM, except where immovable property or real rights are contributed there to, in which ______
a public instrument shall be necessary
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 ___
not affect the liab of the PSHIP and the members thereof to 3rd persons.
1773: a contract of PSHIP is void, whenever immovable property (or real rights) is contributed thereto, __.
if an inventory of said property is not made, signed by the parties and attached to the public instru.
1774: an immovable property or an interest therein may be acquired in the PSHIP name. Title so acquireed can be ______
conveyed only in the PSHIP name
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 ___
have no JP and shall be governed by the provisions relatin to co-ownership.
1776: As to its object, a PSHIP is either _____.
As regards the liability of the partners, a PSHIP may be ______
- universal or particular
2. general or limited