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PARTNERSHIP

CONTRACT OF PARTNERSHIP
1767 PARTNERSHIP FOR EXERCISE OF PROFESSION
JURIDICAL PERSONALITY (even in case of failure to comply 1772 public
1768 in Art. 1772) instrument and
recorded in SEC
(exceeds 3K)
RULES IN DETERMINING WHETHER A PARTNERSHIP
1769 EXISTS
1.
2.
3.
4. AE
LAWFUL PURPOSE AND FOR THE COMMON BENEFIT
1770
ANY FORM EXCEPT IMMOVABLE PROPERTY OR REAL
1771 RIGHTS
EXCEEDS 3K
1772 FAILURE TO COMPLY DOES NOT AFFECT LIABILITY TO
THIRD PERSONS
VOID WHENEVER:
1773 IMMOVABLE PROPERTY IS CONTRIBUTED
INVENTORY NOT MADE
SIGNED BY THE PARTIES
ATTACHED TO PUBLIC INSTRUMENT
ANY IP/INTEREST THEREIN MAY BE ACQUIRED BY P. TITLE
1774 CAN BE CONVEYED IN PS NAME
ASSOC AND SOCIETIES WHOSE
1775 ARTICLES ARE KEPT SECRET
MEMBERS CONTRACT IN THEIR OWN NAME
HAVE NO JP AND GOVERNED BY THE PROVISIONS OF
CO-OWNERSHIP
AS TO OBJECT, P IS EITHER UNIVERSAL OR PARTICULAR
1776 AS TO LIABILITY, P MAY BE GENERAL OR LIMITED
UP ALL PRESENT PROPERTY OR TO ALL PROFITS
1777
ALL PRESENT PROPERTY CONTRIBUTE ALL PROPERTY
1778 WHICH BELONGS TO THEM TO A COMMON FUND AND
DIVIDE THE SAME + PROFITS
UP APPROP PROP WHICH BELONGED TO EACH
1779 PARTNER AT THE TIME OF CONSTITUTION BECOMES
COMMON PROP + PROFITS ACQUIRED THEREWITH
STIPULATION FOR COMMON ENJOYMENT MAY BE MADE;
BUT PROPERTY ACQUIRED SUBSEQUENTLY BY I, L/D
CANNOT BE INCLUDED IN SUCH STIPULATION EXCEPT
THE FRUITS
UP APPROF ALL PARTNERS MAY ACQUIRE IN THEIR
1780 INDUSTRY OR WORK DURING THE EXISTENCE OF P
M/IP WHICH PARTNERS POSSESS AT THE TIME OF
CELEBRATION SHALL CONTINUE TO PERTAIN
EXCLUSIVELY TO EACH, ONLY THE USUFRUCT PASSING
TO P
ARTICLES OF UP ENTERED W/O SPEC AS TO NATURE
1781 ONLY UP APPROF
PERSON PROHIBITED FROM GIVING EACH OTHER D,
1782 CANNOT ENTER INTO UP
PAR P HAS FOR ITS OBJECT DETERMINATE THINGS,
1783 THEIR USE/FRUITS, / A SPECIFIC UNDERTAKING /
EXERCISE OF A PROF/VOC
P BEGINS FROM THE MOMENT OF THE EXECUTION OF
1784 CONTRACT UNLESS OTHERWISE STIPULATED
P FOR A FIXED TERM OR PAR UNDERTAKING IS
1785 CONTINUED AFTER THE TERMINATION OF SUCH T/ PAR U
W/O ANY EXPRESS AGREEMENT, THE RIGHTS AND
DUTIES REMAIN THE SAME.
CONTINUATION W/O SETTLEMENT OR LIQUIDATION OF P
AFFAIRS IS PRIMA FACIE EVIDENCE OF CONTINUATION
OF P
EVERY PARTNER IS A DEBTOR OF THE P FOR WHATEVER
1786 HE PROMISED TO CONTRIBUTE
HE IS ALSO BOUND BY WARRANTY AGAINST E W/
REGARD TO SPECIFIC AND DETERMINATE THINGS IN THE
SAME CASE VDOR IS BOUND TO VDEE + 3. FRUITS FROM
THE TIME THEY SHOULD HAVE BEEN DELIVERED
PARTNER TO CONTRIBUTE GOODS:
1787 APPRAISAL MUST BE MADE IN THE MANNER PRESCRIBED
BY THE CONTRACT
ABSENCE OF STIPULATION, BY EXPERTS CHOSEN AND
ACCORDING TO CURRENT PRICES
PARTNER WHI HAS UNDERTAKEN TO CONTRIBUTE A SUM
1788 OF MONEY & FAILS TO DO SO BECOMES DEBTOR FOR
THE INTEREST AND DAMAGES FROM THE TIME HE
SHOULD HAVE COMPLIED WITH HIS OBLI
SAME RULE APPLIES OF ANY AMOUNT HE MAY HAVE
TAKEN FROM THE P COFFERS LIABILITY BEGIN FROM
THE TIME HE CONVERTED AMOUNT TO HIS OWN USE
INDUSTRIAL PARTNER CANNOT ENGAGE IN BUSINESS
1789 HIMSELF, UNLESS:
P EXPRESSLY PERMITS HIM TO DO SO
IF HE SHOULD DO SO, C PARTNERS MAY EXCLUDE HIM
FROM THE FIRM/ AVAIL THEMSELVES OF THE BENEFITS
HE MAY HAVE OBTAINED + RIGHT TO DAMAGES IN
EITHER CASE
UNLESS THERE IS A STIPULATION TO THE CONTRARY,
1790 PARTNERS CONTRIBUTE EQUAL SHARE TO THE P
IF THERE IS NO AGREEMENT TO THE CONTRARY, IN
1791 CASE OF IMMINENT LOSS, ANY PARTNER WHO REFUSES
TO CONTRIBUTE ADDITIONAL SHARE TO CAPITAL,
EXCEPT INDUSTRIAL PARTNER, SHALL BE OBLIGED TO
SELL HIS SHARE TO OTHER PARTNERS
PARTNER AUTHORIZED TO MANAGE COLLECTS
1792 DEMANDABLE SUMS OWED TO HIS OWN NAME AND
NAME OF P AND (PROVISIONS W/O PREJUDICE TO ART.
1252 BUT ONLY IF THE PERSONAL CREDIT OF P SHOULD
BE MORE ONEROUS)
RECEIPT OF CREDIT IN HIS NAME APPLIED
PROPORTIONATELY TO THE 2 CREDITS IN PROPORTION
TO THEIR AMOUNT
RECEIPT ON THE ACCOUNT OF P FULLY APPLIED TO P
PARTNER WHO HAS RECEIVED IN WHOLE OR IN PART,
1793 HIS SHARE OF THE P CREDIT, WHEN THE OTHER HAVE
NOT COLLECTED THEIRS AND THE DEBTOR
THEREAFTER BECOMES INSOLVENT, OBLIGED TO BRING
TO THE P CAPITAL WHAT HE RECEIVED
EVERY PARTNER IS RESPONSIBLE TO THE P FOR
1794 DAMAGES SUFFERED BY IT THROUGH HIS FAULT & HE
CANNOT COMPENSATE WITH BENEFITS HE MAY HAVE
EARNED. HOWEVER, THE COURT MAY EQUITABLY
LESSEN THIS IF:
THROUGH HIS EXTRAORDINARY EFFORTS
UNUSUAL PROFITS HAVE BEEN REALIZED
RISK OF SPECIFIC AND DETERMINATE THINGS NOT
1795 FUNGIBLE CONTRIBUTED TO P SO THAT ONLY THEIR USE
AND FRUITS MAY BE FOR COMMON BENEFIT BORNE
BY THE PARTNER WHO OWNS THEM
FUNGIBLE, BROUGHT AND APPRAISED IN THE
INVENTORY BORNE BY P (CLAIM LIMITED TO THE
VALUE APPRAISED)
P RESPONSIBLE TO PARTNER FOR:
1796 AMOUNTS DISBURSED ON BEHALF OF P FROM THE TIME
EXPENSES ARE MADE
OBLIGATIONS CONTRACTED IN GOOD FAITH IN THE
INTEREST OF P + RISK IN CONSEQUENCE OF MGT
LOSSES AND PROFITS SHALL BE DISTRIBUTED
1797 IN CONFORMITY W/ AGREEMENT
IF ONLY SHARE OF PROFIT AGREED UPON, SHARE IN THE
LOSSES SHALL BE IN SAME PROPORTION
IN ABSENCE OF STIPULATION, PROPORTIONATE TO
WHAT HE HAS CONTRIBUTED
I PARTNER NOT LIABLE FOR LOSS; SHARE IN PROFIT
SHALL BE JUST AND EQUITABLE AND IF BESIDES
SERVICES HE CONTRIBUTED CAPITAL, SHALL ALSO
RECEIVE A SHARE PROPORTIONATE TO HIS CAPITAL
IF PARTNERS AGREED TO IN TRUST THE DESIGNATION
1798 OF SHARE IT MAY ONLY BE IMPUGNED IF MANIFESTLY
INEQUITABLE & SHOULD BE IMPUGNED WITHIN 3 MOS
FROM THE KNOWLEDGE THEREOF (DESIGNATION
CANNOT BE INTRUSTED TO ANY OF THE PARTNERS)
STIPULATION EXCLUDING ANY PARTNER FROM THE
1799 SHARE OF P&L IS VOID
MANAGING PARTNER APPOINTED IN THE AOP
1800 MAY EXECUTE ALL ACTS OF ADMINISTRATION DESPITE
OPPOSITION UNLESS HE ACTS IN BF
HIS POWER IS IRREVOCABLE WITHOUT JUST OR LAWFUL
CAUSE
VOTE OF CONTROLLING INTEREST IS NECESSARY FOR
SUCH REVOCATION
POWER GRANTED AFTER P HAS BEEN CONSTITUTED IS
REVOCABLE
MGT INTRUSTED TO 2/MORE PARTNERS W/O SPEC AS
1801 THEIR RESPECTIVE DUTIES
ONE OF THEM WILL NOT ACT WITHOUT THE CONSENT OF
ALL OTHERS
EACT OF THEM MAY EXECUTE ACTS OF ADMINISTRATION
BUT IF ONE SHALL OPPOSE, DECISION OF MAJORITY
PREVAILS
IN CASE OF TIE, DECIDED BY THE PARTNERS OWNING
CONTROLLING INTEREST
IF STIPULATED THAT NONE OF THE PARTNERS SHALL
1802 ACT WITHOUT THE CONSENT OF OTHERS
CONCURRENCE OF ALL OTHERS NECESSARY FOR THE
VALIDITY OF THE ACTS (ABSENCE/DISABILITY CANNOT BE
ALLEGED UNLESS THERE IS IMMINENT DANGER OF
GRAVE OR IRREPARABLE INJURY TO P)
RULES WHEN MANNER OF MGT HAS NOT BEEN AGREED
1803 UPON:
ALL PARTNERS ARE CONSIDERED AGENT OF P
NONE OF THE PARTNERS WITHOUT THE CONSENT OF
OTHERS MAKE IMPORTANT ALTERATIONS TO THE IP OF P,
EVEN IF USEFUL BUT OF REFUSAL OF OTHERS IS
MANIFESTLY PREJUDICIAL, COURTS INTERVENTION MAY
BE SOUGHT
PARTNER MAY ASSOCIATE ANOTHER PERSON WITH HIM
1804 TO HIS SHARE ASSOCIATE SHALL NOT BE ADMITTED
W/O THE CONSENT OF ALL PARTNERS (EVEN THE
PARTNER HAVING AN A SHOULD BE THE MANAGER
P BOOKS SHALL BE KEPT:
1805 SUBJECT TO ANY AGREEMENT BETWEEN THE PARTNERS
AT THE PRINCIPAL PLACE OF BUSINESS OF P
EVERY P SHALL AT ANY REASONABLE HOUR HAVE
ACCESS, MAY INSPECT AND COPY THEM

PARTNERS SHALL RENDER ON DEMAND TRUE AND FULL


1806 INFO OF ALL THINGS AFFECTING P TO ANY PARTNER OR
LEGAL REP OF A DECEASED/ PARTNER W/ LEGAL
DISABILITY
EVERY PARTNER MUST ACCOUNT TO P ANY BENEFIT &
1807 HOLD AS TRUSTEE FOR IT ANY PROFITS DERIVED BY HIM
WITHOUT THE CONSENT OF OTHER PARTNERS FROM
ANY TRANSACTION CONNECTED W/ THE F, C/L OF THE P.
C PARTNER CANNOT ENGAGE FOR THEIR OWN ACCOUNT
1808 IN ANY BUSINESS OF THE SAME KIND IN W/C THE P IS
ENGAGED UNLESS THERE IS A STIPULATION TO THE
CONTRARY C VIOLATING THIS SHALL BRING TO
COMMON FUNDS ANY PROFITS ACCRUING FROM HIS
TRANSACTIONS AND SHALL PERSONALLY BEAR THE
LOSSES
ANY PARTNER SHALL HAVE THE RIGHT TO A FORMAL
1809 ACCOUNT OF THE AFFAIRS OF P:
WRONGFULLY EXCLUDED FROM P/ POSSESSION OF HIS
PROP BY HIS CO-PARTNERS
RIGHT EXISTS UNDER THE TERMS AND CONDITION
AS PROVIDED BY ART. 1807
OTHER CIRC RENDERS IT JUST AND EQUITABLE

1
CREDIT
1. CONTRACT OF LOAN C/M
1933 2. C ESSENTIALLY G
3. SL MAYBE G OR W/ A STIPULATION TO PAY I
4. IN C, BLOR RETAINS OWNERSHIP WHILE IN SL,
OWNERSHIP PASSES TO BORROWER
ACCEPTED PROMISE BINDING UPON PARTIES; C/SL
1934 SHALL NOT BE PERFECTED UNTIL THE DELIVERY OF THE
OBJECT OF CONTRACT

1935 BLEE IN C ACQUIRES USE BUT NOT FRUITS; IF


COMPENSATION IS TO BE PAID CEASES TO BE C
CONSUMABLE GOODS MAY BE THE SUBJECT OF C IF
1936 PURPOSE OF CONTRACT IS NOT CONSUMPTION BUT
MERELY EXHIBITION
M/IP MAY BE THE OBJECT OF CONTRACT
1937
BLOR IN C NEED NOT TO BE THE OWNER OF THE THING
1938 LOANED
C IS PURELY PERSONAL. CONSEQUENTLY:
1939 DEATH OF EITHER EXTINGUISHES THE CONTRACT
BLEE CAN NEITHER LEND OR LEASE THE OBJECT OF THE
CONTRACT TO A THIRD PERSON; MEMBERS OF THE
HOUSEHOLD MAY MAKE USE OF THING LOANED UNLESS
THERE IS A STIPULATION TO THE CONTRARY OR THE
NATURE OF THE THING FORBIDS
STIPULATION THAT THE BAILEE MAY MAKE USE OF THE
1940 FRUITS IS VALID

1941 BLEE OBLIGED TO PAY FOR ORD EXP FOR THE USE AND
PRES OF THE THING

1942 BLEE LIABLE FOR THE LOSS EVEN IF IT SHOULD BE


THROUGH A FE
DEVOTES THE THING TO A DIFFERENT PURPOSE
KEEPS IT LONGER THAN STIPULATED OR AFTER THE
ACCOMPLISHMENT OF THE USE FOR WHICH IT HAS BEEN
CONSTITUTED
THING LOANED HAS BEEN DELIVERED WITH APPRAISAL
VALUE UNLESS THERE IS A STIPULATION EXEMPTING
BLEE
LENDS OR LEASES THE THING TO A THIRD PERSON WHO
IS NOT A MEMBER OF HIS HOUSEHOLD
IF BEING ABLE TO SAVE EITHER HIS OWN THING OR THE
THING BORROWED, HE CHOSE TO SAVE HIS OWN.
BLEE DOES NOT ANSWER FOR THE DETERIORATION DUE
1943 TO ONLY TO THE USE THEREOF AND W/O HIS FAULT
BLEE CANNOT RETAIN THE THING ON THE GROUND BLOR
1944 OWES HIM SOMETHING; HOWEVER HE HAS A RIGHT OF
RETENTION FOR DAMAGES MENTION IN ART. 1951
WHEN THERE ARE 2/MORE BAILEES, LIABLE SOLIDARILY
1945
BLOR CANNOT DEMAND RETURN UNTIL AFTER THE
1946 EXPIRATION OF PERIOD/ AFTER ACCOMPLISHMENT OF
THE USE. HOWEVER, IF HE SHOULD HAVE URGENT NEED
HE MAY DEMAND ITS RETURN OR TEMPORARY USE
BLOR MAY DEMAND THE THING AT WILL PRECARIUM.
1947 IN THE FF CASES:
NEITHER THE DURATION NOR THE USE TO WHICH THE
THING SHOULD BE DEVOTED WAS STIPULATED
USE OF THE THING IS MERELY TOLERATED BY THE
OWNER
BLOR MAY DEMAND IMMEDIATE RETURN OF THE THING
1948 IF BLEE COMMITS ACT OF INGRATITUDE
BLOR SHALL REFUND EXTRAORDINARY EXPENSES FOR
1949 THE PRESERVATION OF THE THING PROVIDED BLEE
BRINGS THE SAME TO HIS KNOWLEDGE EXCEPT WHEN
THEY ARE SO URGENT THAT REPLY TO NOTI CANNOT BE
AWAITED WITHOUT DANGER
EXTRAORDINARY EXP ARISE ON THE OCCASION OF
ACTUAL USE BORNE EQUALLY BY THE BLOR AND BLEE
UNLESS THERE IS A STIPULATION TO THE CONTRARY

1950 IF FOR PURPOSE OF MAKING USE, BLEE INCURS


EXPENSES OTHER THAN THOSE IN ARTS. 1941 AND 1949
NOT ENTITLED TO REIMBURSEMENT
BLOR KNOWING THE FLAWS OF THE THING LOANED,
1951 DOES NOT ADVISE BLEE OF THE SAME LIABLE TO THE
LATTER FOR DAMAGES WHICH HE MAY SUFFER BY
REASON THEREOF
BLOR CANNOT EXEMPT HIMSELF FROM PAYMENT OF
1952 EXPENSES OR DAMAGES BY ABANDONING THE THING

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