Partnership 2024 Flashcards
Partnership - Key Attributes
1.13
Consensual but
Weak juridical personality - Explain
Personality is granted even if the partnership is Not registered
Its personality is Distinct from the partners
Partnership - Key Attributes
2.13
Agreement to contribute MPI money property industry to a Common Fund w/
Joint Interest in the profits or losses - Explain
Share of profits must come from the equity position and some other role
Partnership - Key Attributes
3.13
Object must be Lawful - Explain
Then the partnership is Void
Partnership - Key Attributes
4.13
Intention by the partners to DIVIDE profits - Explain
Partnership is for the common Interest of the partners
Partnership - Key Attributes
5.13
Objective is For PROFIT - Explain
if objective is other than this - then its a Co-Ownership
Partnership - Key Attributes
6.13
Delectus Personae - Explain
There must be the DESIRE to formulate an active UNION with people among whom there exists MUTUAL confidence and trust
Partnership - Key Attributes
7.13
There is Mutual Agency - Explain
Means Acts of any partner BIND the partnership
Partnership - Key Attributes
8.13
A Capitalist partner (including Industrial) is subject to Unlimited Liability
C or I partners are liable PRO RATA with their separate properties ( after all partnership assets have been exhausted )
Partnership - Key Attributes
9.13
Partners are Debtors to the partnership to the extent of their committed contributions
If they fail to do so, they are liable to pay Damages plus Interest
Partnership - Key Attributes
10.13
Industrial partners contribute their service - Explain
They cannot engage in a business for themselves
Partnership - Key Attributes
11.13
Presumption on being a partner - When
Receipt of a share in Net Profits is prima facie evidence that the person is a partner
Partnership - Key Attributes
12.13
There can be a partner by Estoppel
Not really a partner but
Because of his acts, he has LED third parties to believe so.
Partnership - Key Attributes
13.13
Term of Partnership - explain
Either
Fixed or
coterminous with completion of particular undertaking
or to last at the will of the partners
Universal Partnership vs
General Partnership
UP - partner contributes all his property
GP - contributes determinate things, or specific undertaking, or exercise of profession or vocation
UP - must be expressly stipulated as such
GP - The general rule; default
Capitalist partner vs
Industrial partner
1.4
On contribution
CP - contributes money or property
IP - contributes services
Share in profits of
CP - based on agreement; if none, use pro-rata of contribution
IP - based on just and equitable share
Losses
CP- based on agreement; if none, use agreement as to Profits
IP - same as above
Capitalist partner vs
Industrial partner
4.4
Engage in other Business
CP cannot engage in competing business
IP cannot engage in ANY business at all except if partnership consents
What are the Rights of Partners?
Property Rights
a. Rights in property
b. Right to share in profits and surplus
c. Right to participate in the management
Right to associate with another person in his share
Right to ask for dissolution of the firm
NOTE: For matters not covered by the partnership agreement, MAJORITY rule gets to decide
What are the Duties of Partners?
Duty to contribute what was promised
Duty to deliver the fruits of what should be delivered
Duty to warrant against eviction for the property contributed
What are the Consequences of a Mutual Agency?
GR: Representation of a partner, BIND the partnership, if acting within scope of his authority
Termination of Partnership
Dissolution vs
Winding Up
Dissolution is the Change in the relationship of the partners by an Act, Insolvency or Death of a partner
Winding up is the process of settling business affairs after dissolution
Limited Partnership
1.5
Requirements
- Signature under oath
- Filing for record of certificate in SEC
Limited Partnership
2.5
Conflicts Rule:
Governing capacity of a Limited partner
if a gen partner in ltd pr goes abroad,
ltd partners capacity to bind the firm is governed by the law where the partnership is formed
Limited Partnership
3.5
Effect of Taking Part in the control of the Business
makes the ltd partner liable as a general partner
Limited Partnership
4.5
Rights of a Limited partner
inspect copy books
receive share of profits
Limited Partnership
5.5
Liabilities of a Partner
for unpaid contribution
