Law on Partnership Flashcards
Pertains to the right to choose who to associate with
delectus personae
The desire to formulate an active union with people among whom there exist mutual confidence and trust
affectio societatis
There is a right of succession in partnership
no; death or retirement dissolves the partnership
The contract of partnership was appear in a public instrument which must be recorded in the sec if the capital is equal to
3,000 or more
The prophets and fruits acquired by each partner after the constitution of the partnership will form part of the contribution in a partnership of all present property only when stipulated
yes
Even properties acquired after the formation of the all present property partnership shall form part of the contribution
no; only when stipulated
Properties subsequently acquired by inheritance legacy ordination cannot be included in the stipulation but the fruits thereof can be included as contribution to on all present property partnership
yes
Limited partners may not contribute
industry
Cause all the rights and powers and restrictions of a general partner except that in respect to his contribution, he shall have the rights against the other members as if he were not a general partner
general limited partner
The direct opposite of a dormant partner or one who participates in the management and is known to third parties as important
notorious or ostensible partner
A partner who withdrew but loaned his contribution to the partnership
quasi partner
A partner who has undertaken to contribute a sum of money and fails to do so becomes debtor for the interest and damages from ______________
the time he should have complied with his obligation; thus no demand is necessary
Who shall bear the loss of a specific and determinate thing contributed which is not fungible and only fair use and fruits be for the common benefit
the partner
Who shall bear the loss of thing contributed if there was an appraisal in the inventory
the partnership
The industrial partner is not required to give additional contribution in case of imminent loss
yes
Is a porter who is required to give additional contribution in case of imminent loss and does not do so, he shall
sell his interest
What is the effect of non-compliance of an industrial partner to the prohibition to engage in other businesses
excluded from the firm cause damages or
avail themselves of the benefits which he may have obtained in violation of such
If a capitalist partner engaged in a business of the same industry, what are the effects of such non-compliance
bring to the partnership all the prophets
liable personally for all the losses
maybe ousted for loss of trust and confidence
A limited partner may engage in other businesses
yes, since they are not engaged in management
The liability for damages suffered by the partner through a partners fault is not compensable with profits and benefits earned for the partnership
yes
All general partners shall be liable ________ with all their property and after all the partnership assets have been exhausted, the contracts which may be entered into in the name and for the account of the partnership
pro rata
A newly admitted partner shall be liable for obligation arising before admission up to his contribution only
yes
If the partner is not carrying on the useful business of the partnership, the act will not bind the partnership unless it is authorized by the other partners
yes
The partnership cannot recover conveyance of a partnership property
no, except when the transfer binds the partnership or the transferee had no knowledge of lack or excess of authority
The partnership is solidarily liable where the partnership in the course of its business receives money or property of a third person and the money or properties of so received is misapplied by an important when it is in the custody of the partnership
yes; also when a partner acting within the scope of his apparent authority received money or property and misapplies it
The unilateral designation of a partner to distribute profits or losses is valid
no, violative of mutuality of partnership
Stipulation excluding a capitalist partner from sharing into loss shall be void
yes
Stipulation including the industrial partner in the sharing of the losses is valid
yes
If a third person is designating the profit or loss sharing, it is bonding and may only be impugned if manifestly inequitable; however cannot be impugned by the partner who executed such
yes
Prescriptive period of the right to immune manifestly inequitable profit or loss sharing designated by a third person
three months from the date of knowledge
Which may be assigned between the rights of a partner in a specific partnership property and his interest in the partnership
interest in the partnership, which does not dissolve the partnership
If the management porter is designated in the organelles of partnership, his power to execute all acts of administration can only be revoked if
with just or lawful cause and by v of the partners representing controlling interest; without just and lawful cause but all of the partners consent including the managing partner
If the managers designated after the partnership has been constituted or in a separate document other than the articles of partnership, the power as manager may be revoked by
vote of the partners representing the controlling interest even without just or lawful cause
If there was no specification of the respective duties or if there was no stipulation that one of them shall not act without the consent of others, and should one of the management partners opposed the act of another, how shall the matter be decided
majority of the management partners per head count; should there be a tie in the votes of the managing partners, the controlling interest of all partners shall prevail
If there is a stipulation that no partner cannot act without the support of partners, concurrence of all shall be necessary except when
there is an imminent danger of grave or irreparable injury to the partnership
Extrajudicial causes of dissolution without violation of the agreement between the partners (TtWgfWaE)
termination of term or particular undertaking
will of any partner acting in good faith; without term specified
will of all the partners who have not assign their interest
expulsion of any partner
Extrajudicial causes of dissolution in contravention of the agreement
will of any partner where a term or particular undertaking is a specified; liable
Extrajudicial causes of dissolution by operation of law or automatic dissolution ULbdLbadDIC
unlawful
specific thing to be contributed in case of universal partnership of all properties perishes before delivery
specific thing to be contributed in case of universal partnership of all profits parishes before or after delivery
death
insolvency
civil interdiction
Judicial causes of dissolution IIGBLE
insane
incapable of performing his port
guilty of such conduct as tends to affect prejudicial e the carrying on of the business
willfully or persistently commits a breach
can only be carried at a loss
circumstances which render a dissolution equitable
Causes for which a notice should be given by the partners to terminate the mutual agency
acts insolvency or death; notice is necessary to terminate the mutual agency and to prevent contracts entered into to be binding
if not due to a i d, the mutual agency shall be dissolved immediately even without notice hens contracts entered into or not binding
Where a partner has become insolvent, the claims against his separate property shall be satisfied in what priority
separate creditors or his personal creditors
partnership creditors
partners by way of contribution
The limited partner may demand the return of his contribution after he has sent _______ notice in writing to all other numbers if no time is a specified in the certificate therefore the return of the contribution or for the dissolution of the partnership
6 months
Substitute limited partner has all the rights and powers and is subject to all the restrictions and liabilities of his assignor except those liabilities of which he was equal at the time he became a limited partner and which could not be a certain from the certificate
yes
The substitution releases the original limited partner from liability to the partnership
no
Unlike the interest of a general partner, a limited partners interest may only be redeemed with the general partners property and not with the partnership property
yes, hence a general partners interest a beer idiom with the partnership property
Instances where the certificate of limited co partnership is cancelled
dissolution
when all limited partners seems to be limited
When a limited partner demands for his contribution, in what form shall it be returned
in cash in the absence of agreement regardless of the property he contributed
A limited partner may have the partnership dissolved and its affairs wound up when
he rightfully put on successfully demands the return of his contribution
