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Week No.

1
A.

I. PARTNERSHIP

General Provisions (Art. 1767-1783)

Title IX. - PARTNERSHIP


CHAPTER 1
GENERAL PROVISIONS
Art. 1767. By the contract of partnership two or more persons bind 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 for the exercise of a profession. (1665a)
Art. 1768. The partnership has a judicial personality separate and distinct from that of each of the partners, even in
case of failure to comply with the requirements of Article 1772, first paragraph. (n)
Art. 1769. In determining whether a partnership exists, these rules shall apply:
(1) Except as provided by Article 1825, persons who are not partners as to each other are not partners as to third
persons;
(2) Co-ownership or co-possession does not of itself establish a partnership, whether such-co-owners or copossessors do or do not share any profits made by the use of the property;
(3) The sharing of gross returns does not of itself establish a partnership, whether or not the persons sharing them
have a joint or common right or interest in any property from which the returns are derived;
(4) The receipt by a person of a share of the profits of a business is prima facie evidence that he is a partner in the
business, but no such inference shall be drawn if such profits were received in payment:
(a) As a debt by installments or otherwise;
(b) As wages of an employee or rent to a landlord;
(c) As an annuity to a widow or representative of a deceased partner;
(d) As interest on a loan, though the amount of payment vary with the profits of the business;
(e) As the consideration for the sale of a goodwill of a business or other property by installments or otherwise. (n)
Art. 1770. A partnership must have a lawful object or purpose, and must be established for the common benefit or
interest of the partners.
When an unlawful partnership is dissolved by a judicial decree, the profits shall be confiscated in favor of the State,
without prejudice to the provisions of the Penal Code governing the confiscation of the instruments and effects of a
crime. (1666a)
Art. 1771. A partnership may be constituted in any form, except where immovable property or real rights are
contributed thereto, in which case a public instrument shall be necessary. (1667a)
Art. 1772. Every contract of partnership having a capital of three thousand pesos or more, in money or property,
shall appear in a public instrument, which must be recorded in the Office of the Securities and Exchange
Commission.
Failure to comply with the requirements of the preceding paragraph shall not affect the liability of the partnership
and the members thereof to third persons. (n)
Art. 1773. A contract of partnership is void, whenever immovable property is contributed thereto, if an inventory of
said property is not made, signed by the parties, and attached to the public instrument. (1668a)
Art. 1774. Any immovable property or an interest therein may be acquired in the partnership name. Title so
acquired can be conveyed only in the partnership name. (n)
Art. 1775. Associations and societies, whose articles are kept secret among the members, and wherein any one of
the members may contract in his own name with third persons, shall have no juridical personality, and shall be
governed by the provisions relating to co-ownership. (1669)
Art. 1776. As to its object, a partnership is either universal or particular.As regards the liability of the partners, a
partnership may be general or limited. (1671a)
Art. 1777. A universal partnership may refer to all the present property or to all the profits. (1672)
Art. 1778. A partnership of all present property is that in which the partners contribute all the property which
actually belongs to them to a common fund, with the intention of dividing the same among themselves, as well as
all the profits which they may acquire therewith. (1673)
Art. 1779. In a universal partnership of all present property, the property which belongs to each of the partners at
the time of the constitution of the partnership, becomes the common property of all the partners, as well as all the
profits which they may acquire therewith.
A stipulation for the common enjoyment of any other profits may also be made; but the property which the partners
may acquire subsequently by inheritance, legacy, or donation cannot be included in such stipulation, except the
fruits thereof. (1674a)
Art. 1780. A universal partnership of profits comprises all that the partners may acquire by their industry or work
during the existence of the partnership.
Movable or immovable property which each of the partners may possess at the time of the celebration of the
contract shall continue to pertain exclusively to each, only the usufruct passing to the partnership. (1675)
Art. 1781. Articles of universal partnership, entered into without specification of its nature, only constitute a
universal partnership of profits. (1676)
Art. 1782. Persons who are prohibited from giving each other any donation or advantage cannot enter into universal
partnership. (1677)
Art. 1783. A particular partnership has for its object determinate things, their use or fruits, or specific undertaking,
or the exercise of a profession or vocation. (1678)

1.

What is a contract of partnership? (Art. 1767)


- Santos vs. Sps. Reyes, 368 SCRA 261

[G.R. No. 135813. October 25, 2001.]


FERNANDO SANTOS, Petitioner, v. Spouses ARSENIO and NIEVES REYES,Respondents.
Facts:
In June 1986, Fernando Santos, Nieves Reyes and Melton Zabat orally agreed to form a partnership a lending
business. Santos contributed 70% (as financier) while Reyes and Zabat shared 30% (as industrial partners). Later,
Reyes introduced Cesar Gragera whom they would provide loans to Grageras corporation particularly its
employees. In return Gragera shall have a commission based on the loan payments. The partners decided on
August 1986 to have a written agreement but they found out that Zabat engaged in a competitor venture thus
expelled him. The two had Arsenio Reyes (husband of Nieves) replaced Zabat.
However, Santos accused the Spouses of not remitting the loans payments. He argued that the couple were only
his employees and there was a special arrangement between him and Gragera. The trial court and the Court of
Appeals ruled against Santos.
Issue:
Whether or not there was a partnership formed between Santos and the Spouses Reyes?
Held:
YES. The original partnership with Zabat continued even after the expulsion of the latter from the partnership
because there was no intent to dissolve the (partnership) relationship.
[Respondents] were industrial partners of [petitioner]. . . . Nieves herself provided the initiative in the lending
activities with Monte Maria. In consonance with the agreement between appellant, Nieves and Zabat (later replaced
by Arsenio), [respondents] contributed industry to the common fund with the intention of sharing in the profits of
the partnership. [Respondents] provided services without which the partnership would not have [had] the
wherewithal to carry on the purpose for which it was organized and as such [were] considered industrial partners
(Evangelista v. Abad Santos, 51 SCRA 416 [1973]).
While concededly, the partnership between [petitioner,] Nieves and Zabat was technically dissolved by
the expulsion of Zabat therefrom, the remaining partners simply continued the business of the
partnership without undergoing the procedure relative to dissolution. Instead, they invited Arsenio to
participate as a partner in their operations. There was therefore, no intent to dissolve the
earlier partnership. The partnership between [petitioner,] Nieves and Arsenio simply took over and continued the
business of the former partnership with Zabat, one of the incidents of which was the lending operations with Monte
Maria.
2.

Determining factors in the existence of partnership (Art. 1769)


-Heirs of Tan Eng Kee vs. CA, 341 SCRA 740 (citing Evangelista vs.
Collector of Internal Revenue, 54 O.G. 996)

G.R. No. 126881


October 3, 2000
HEIRS OF TAN ENG KEE, petitioners,
vs.
COURT OF APPEALS and BENGUET LUMBER COMPANY, represented by its President TAN ENG
LAY, respondents.
FACTS:
Following the death of Tan Eng Kee on September 13, 1984, his common-law wife and his children (referred as
Heirs of Tan Eng Kee) filed a suit against Tan Eng Lay on February 19, 1900 for their rightful participation on the
profits of Benguet Lumber. From a joint venture it became a corporation established by Tan Eng Lay et. al. It was
alleged that the conversion was to deprive the plaintiff.
The Baguio City Regional Trial Court (RTC) Branch 7 declared that the Benguet Lumber is a joint venture akin to a
particular partnership; declared the brotheres (Tan Eng Kee and Tan Eng Lay) are joint adventurers; the heirs of the
deceased have a legal right with the shares; rights and obligations of the deceased to the plaintiff; ordering an
accounting of all assets by Tan Eng Lay and appointment of a receiver and denying the award of damages for the
plaintiff and dismissing the counterclaim of the defendants. On March 13, 1996 the Court of Appeals reversed the
decision of the trial court.
ISSUE:
Whether or not a joint venture is considered a partnership?
HELD:
NO. The Court ruled that a joint venture is a sort of informal partnership with no firm name and no legal personality.
The best evidence would have been the contract of partnership itself or the articles of partnerships.

-Negado vs. Makabenta, 54 O.G. 4082

Case Digest: Filomeno Negado, Narciso Rocha, and Juan Guirindola vs GonzaloMakabenta
54 OG 408228 February 1958
Facts:
Plaintiffs filed a suit against the defendant for the recovery of possession and management of Liberty Theater
located in Leyte and for an accounting of all money and property pertainingthereto.The plaintiffs allege that the
theater is owned and operated by a partnership known as HemaroguiCompany composed of the plaintiffs and
defendant. Conversely, the defendant alleges that he isthe sole and exclusive owner of the theater while the
plaintiffs are merely creditor.The trial court held that no partnership exists and the oral and material evidence
(books,accounts, and papers) presented by the plaintiffs are incompetent to establish existence of the partnership.
Issue:
Whether or not a partnership exists among Negado, Rocha, Guirindola and Makabenta
Decision:
There exists a partnership. In determining whether or not a particular transaction constitutes partnership, the
intention as disclosed by the entire transaction, and as gathered from the factsand from the language employed by
the parties as well as their conduct. A partnership may becreated without any definite intention to create it, the
intention of the parties being inferred fromtheir conduct and dealings with each other. For the purpose of showing
the existence of a partnership, books, papers, accounts and similar writings are admissible as evidence
providedthat the party against whom they are offered is shown to have authorized or ratified them.
-Yulo vs. Yang Chiaco Seng, L-12541, Aug. 28, 1959
YULO V. YANG CHIAO SENG
Facts: Yang Chiao Seng proposed to form a partnership with Rosario Yulo to run and operate a theatre on the
premises occupied by Cine Oro, Plaza Sta. Cruz, Manila, the principal conditions of the offer being (1) Yang
guarantees Yulo a monthly participation of P3,000 (2) partnership shall be for a period of 2 years and 6 months with
the condition that if the land is expropriated, rendered impracticable for business, owner constructs a permanent
building, then Yulos right to lease and partnership even if period agreed upon has not yet expired; (3) Yulo is
authorized to personally conduct business in the lobby of the building; and (4) after Dec 31, 1947, all improvements
placed by partnership shall belong to Yulo but if partnership is terminated before lapse of 1 and years, Yang shall
have right to remove improvements. Parties established, Yang and Co. Ltd., to exist from July 1, 1945 Dec 31,
1947.
In June 1946, they executed a supplementary agreement extending the partnership for 3 years beginning Jan 1,
1948 to Dec 31, 1950.
The land on which the theater was constructed was leased by Yulo from owners, Emilia Carrion and Maria Carrion
Santa Marina for an indefinite period but that after 1 year, such lease may be cancelled by either party upon 90-day
notice. In Apr 1949, the owners notified Yulo of their desire to cancel the lease contract come July. Yulo and husband
brought a civil action to declare the lease for a indefinite period. Owners brought their own civil action for ejectment
upon Yulo and Yang.
CFI: Two cases were heard jointly; Complaint of Yulo and Yang dismissed declaring contract of lease terminated.
CA: Affirmed the judgment.
In 1950, Yulo demanded from Yang her share in the profits of the business. Yang answered saying he had to suspend
payment because of pending ejectment suit.
Yulo filed present action in 1954, alleging the existence of a partnership between them and that Yang has refused to
pay her shares.
Defendants Position: The real agreement between plaintiff and defendant was one of lease and not of
partnership; that the partnership was adopted as a subterfuge to get around the prohibition contained in the
contract of lease between the owners and the plaintiff against the sublease of the property.
Trial Court: Dismissal. It is not true that a partnership was created between them because defendant has not
actually contributed the sum mentioned in the Articles of Partnership or any other amount. The agreement is a
lease because plaintiff didnt share either in the profits or in the losses of the business as required by Art 1769 (CC)
and because plaintiff was granted a guaranteed participation in the profits belies the supposed existence of a
partnership.
Issue: Was the agreement a contract a lease or a partnership?
Ruling: Dismissal. The agreement was a sublease not a partnership. The following are the requisites of
partnership: (1) two or more persons who bind themselves to contribute money, property or industry to a
common fund; (2) the intention on the part of the partners to divide the profits among themselves (Article
1761, CC)
Plaintiff did not furnish the supposed P20,000 capital nor did she furnish any help or intervention in the
management of the theatre. Neither has she demanded from defendant any accounting of the expenses and
earnings of the business. She was absolutely silent with respect to any of the acts that a partner should have done;
all she did was to receive her share of P3,000 a month which cannot be interpreted in any manner than a payment
for the use of premises which she had leased from the owners.
3.

Distinction between partnership and a private corporation


- 1 Fletcher, Cyc. Corp., Sec. 20

4.

Formalities required by law for the organization/constitution of partnership


(Art. 1771, 1772, 1773, 1843)
Art. 1771. A partnership may be constituted in any form, except where immovable property or real
rights are contributed thereto, in which case a public instrument shall be necessary. (1667a)
Art. 1772. Every contract of partnership having a capital of three thousand pesos or more, in
money or property, shall appear in a public instrument, which must be recorded in the Office of
the Securities and Exchange Commission.
Failure to comply with the requirements of the preceding paragraph shall not affect the liability of
the partnership and the members thereof to third persons. (n)
Art. 1773. A contract of partnership is void, whenever immovable property is contributed thereto,
if an inventory of said property is not made, signed by the parties, and attached to the public
instrument. (1668a)
CHAPTER 4
LIMITED PARTNERSHIP (n)
Art. 1843. A limited partnership is one formed by two or more persons under the provisions of the
following article, having as members one or more general partners and one or more limited
partners. The limited partners as such shall not be bound by the obligations of the partnership.

Week No. 2
5.

Different kinds of partnership


a) As to object (Art. 1777, 1778, 1780, 1783)

Art. 1777. A universal partnership may refer to all the present property or to all the profits. (1672)
Art. 1778. A partnership of all present property is that in which the partners contribute all the property which
actually belongs to them to a common fund, with the intention of dividing the same among themselves, as well as
all the profits which they may acquire therewith. (1673)
Art. 1780. A universal partnership of profits comprises all that the partners may acquire by their industry or work
during the existence of the partnership.
Movable or immovable property which each of the partners may possess at the time of the celebration of the
contract shall continue to pertain exclusively to each, only the usufruct passing to the partnership. (1675)
Art. 1783. A particular partnership has for its object determinate things, their use or fruits, or specific undertaking,
or the exercise of a profession or vocation. (1678)

b)

6.

Different kinds of
a)
b)
c)
d)
e)
f)
g)
h)
i)

i.
ii.
As to liability
i.
ii.

Universal Partnership
Particular Partnership
of the partners
General Partnership
Limited Partnership

partners
Industrial Partner
Capitalist Partner
General Partner
Limited Partner
Managing Partner
Silent Partner
Ostensible Partner
Secret Partner
Partner by Estoppel

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