LAW ON PARTNERSHIP Flashcards
Characteristics of Partnerships
(CBN POP)
Consensual
Bilateral
Nominate
Principal
Onerous
Preparatory
Affectio Societatis
Desire to form an Active Union with people where there is mutual confidence and trust
Delectus Personae
(personal choice) It is the right to choose who to associate with
If the partnership has no lawful object or purpose, the tendency is that____
Be dissolved by judicial decree and profits will be confiscated in favor of the state
Creation
Voluntary agreement by the partners
Number of organizers
2 or more
Existence
No time limit (except agreed time by the parties
Liability of owners
May extend to private property
Can there be a transfer of interest?
Only if consented by all of the partners
What is the nationality of the partnership
The country it was created and dependent on the percentage of ownership
It achieves its legal personality when ___
The time the contract begins
Is there a right of succession?
None. Death, insolvency, retirement, civil interdiction, insanity of a partner dissolves the partnership
Kinds of partnership according to object
UNIVERSAL and PARTICULAR
Kinds of Universal Partnership
ALL Profits and ALL present property
Differentiate all profits from all present property
All profits, Only the usufruct of the properties of the partners become common property
All present property, both ownership and naked ownership becomes a common property
Can the properties acquired from inheritance, donations and the like be included in the stipulation of a partnership?
No. but the fruits of such can be
Kinds of partnership according to liability
General
Limited
Kinds of partnership according to term
Partnership with a fixed term or particular undertaking
Partnership at will
Kinds of Partners according to contribution
Capital
Industrial
Capital-Industrial
Other kinds of partners (7)
Silent
Secret
Dormant
Ostensible
Managing
Liquidating
Incoming
When should contribution to the partnership be provided?
GN: Upon the perfection of the partnership
Exc: If there is a stipulation to the contrary
Is demand necessary in delivering the contribution of the partner?
No.
Who shall borne the loss of contributed property?
If determinate and specific, the PARTNER
If fungible, the PARTNERSHIP
Can industrial partners engage in other businesses?
No.
EXC. When the capitalist partners allow him to do so
Can capitalist partners engage in other businesses?
Yes, as long as it is not of the same industry of the partnership.
EXC.
*When the other partners allow him to do so.
*When impliedly or expressly granted by the partners
*When the partnership is non-existent already
*When the general-capitalist partner has become a limited partner in a competitive enterprise
Effect of non-compliance of Industrial partner?
Benefit which he received from the violation shall be availed by the partnership
and
he shall be excluded from the firm
Effect of non-compliance of Capitalist partner?
Liable, personally for the losses incurred but the partnership
Benefit which he received from the violation shall be availed by the partnership
He may be excluded from the firm
Managing partner in the articles of partnership
Prevails even in opposition as long as in good faith
Power can only be revoked if a.) With just or lawful cause b.) votes of the partners representing the non-controlling interest
Managing partner after the partnership was constituted
Power may be revoked by votes of partners representing the non-controlling interest even without JUST and LAWFUL cause
In cases of opposition in Multiple Managing partner without specification of duties
Votes of the managing partner per head count
If tie, votes of the Non-controlling interest partners
Distribution of assets will be done in the following order:
FOR General Partners:
1.) Those owing to creditors which are not partners
2.) Those owing credits to partners, apart from capital and profit
3.) Those owing to partners, as capital
4.) Those owing partners, as profits
To create a limited partnership, how many and what type of partners should be involved?
1 or more general partners
1 or more limited partners
The following dissolves the partnership
Retirement, death, insolvency, insanity, civil interdiction of a General Partner
When does the right of a partner to demand an accounting of the partnership business prescribes?
4 years upon the dissolution of the partnership when the final accounting is done
