Partnership Annotations Flashcards
This is a calling in the preparation for or practice of which academic learning is required and which has for its prime purpose the rendering pf public service.
Profession
What are the elements of a contract of partnership?
- Consensual
- Commutative
- Preparatory
- Bilateral
- Onerous
- Nominate
- Principal
- Fiduciary
- Informal
What are the essential features/requisites of a partnership contract?
- There must be a valid contract
- There must be a contribution of Money, Property, or Industry to a common fund
- The parties must have the legal capacity to enter into a contract
- The object must be lawful
- The primary purpose must be to obtain profit/gain and divide the same among the parties
Differences between co-ownership and partnership
- Creation - Co-Owners are designated generally by law, not always through contracts, but Partnerships are only created through contracts.
- Juridical Personality - Partnerships are treated as a person separate and distinct from the partners, Co Owners aren’t
- Purpose - Partnerships is purposely made to realize profit, Co Owners is to have common enjoyment of a thing or right
- Duration - There’s no limitation for a duration of a partnership
Co Owners aren’t allowed to keep the thing undivided for more than 10 years - Disposal of interests - Partners may not, unless agreed upon by everyone, Co Owner is free
- Effect of death - Dissolves a partnership. does not dissolve a co ownership
This is a partnership formed by the marriage of husband and wife by virtue of which, they place in a common fund the fruits and income from their separate properties and those acquired through their efforts or by chance, and unless otherwise agreed in the marriage settlements, divide equally, upon the dissolution of the marriage or the partnership, the net gains or benefits obtained by either or both of them during the marriage.
Conjugal Partnership of Gains
What are the effects of an unlawful parnetship?
- Contract is void ab initio
- The profits shall be confiscated in favor of the government
- The instruments or tools and proceeds of the crime shall also be forfeited in favor of the government
- The contributions of the partners shall not be confiscated unless they fall into no 3.
When should a contract of partnership be recorded in the office of securities and exchange commission and appear in a public instrument
When the capital of money or property exceeds 3,000 or more
(Failure to comply doesn’t prevent the formation of the partnership or affect its liabilities)
What is the Doctrine of Delectus Personae
It is the right to choose whom a person wishes to associate himself. THE foundation of a partnership
(but doesn’t necessarily give them the right to dissolve a partnership)
Delectus Personarum (Choice of persons)
Delectus Personae (Choice of the person)
What is a Juridical Person?
An entity such as partnership or corporation, created by law and given certain legal rights and duties of a human being.
This is where a partnership not duly organized has been recognized as such in its dealings with certain persons.
Partnership by Estoppel
What are the partners as to liability?
General - Those who can be held liable to third persons for partnership obligations to the extent of their separate property
Limited - Those who cannot be held liable to third persons for partnership obligations
What are the partners as to management?
- Managing - Those who manage actively the business or the affairs of the partnership
- Silent - Those who do not take active part in the business or affairs of the partnership though they share profits/losses.
- Liquidating - Those who take charge of the winding up or liquidation of partnership affairs after dissolution
What are the partners as to third persons?
- Ostensible Partners - Those who take active part and known to the public as partners
- Secret Partners - Those whose connection with the partnership is not known to the public
- Dormant Partners - Both Secret and Silent partners
What are the partners as to membership?
- Real - Those in an existing legal partnership
- Partners by estoppel - Those who are not really partners but represent themselves, or consent to another or others representing them to anyone as partners in an existing partnership or in one that is fictitious or apparent.
What are the partners as to the continuation of the business affairs after dissolution
- Continuing - Those who continue the partnership after the dissolution of the partnership
- Discontinuing - Those who do not continue the partnership business after the dissolution of the partnership
What are the partners as to the nature of membership
- Original - Those who are members from the time of the constitution of the partnership
- Incoming - Those who became members after its establishment
- Retiring - Those who withdraw from the partnership
What are the members as to state of survivorship?
- Surviving - Whose who continue the partnership after its dissolution by reason of death of a partner
- Deceased - Those who died while being a member of the partnership
Who are the members as to the effect of expulsion?
- Expelled - Those who are expelled from the partnership by the other partners for a valid cause
- Expelling partners - Those who cause the expulsion of a partner for a valid cause
What are the partners as to the value of their contribution
- Majority - Those whose contribution to the partnership represents the majority or controlling interest
- Nominal - Those whose contribution to the partnership represents the minority interest
