ARTNERSHIP

I . Define Partnership.

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. (Art. 1767)

2. What are the characteristic elements of the contract of partnership?

The contract of partnership is:

a. Consensual because it is perfected by mere consent of the partners.

b. Nominate because it has a particular name under the Civil Code.

c. Bilateral because it gives rise to reciprocal obligetions.

d. Onerous because there is a valuable consideration.

e. Principal because it can stand alone, it does not need to depend on another contract to exist.

f. Preparatory because it is a means for entering into further contracts.

3. What are the essential features of a partnership?

They are the following:

I There must be a valid contract;

2. There must be a mutual contribution of money property or industry to a common fund;

3. The parties must have capacity to enter into a contract,

4. The object must be lawful;

5. The purpose of the parties must be to obtain profits which shall be divided among themselves;

6. The articles of co-partnership must not be kept secret among the members.
4. What are the legal characteristics of partnerships?

1. Partnership derives its existence from the voluntary agreement of the members;

2. It has a juridical personality separate and distinct from the partners;

3. The partners are liable pro-rata for the contractual liabilities of the partnership;

4. There is mutual agency among the partners;

5. The partners are liable after exhaustion of partnership assets to the extent of their personal property
except the limited partners.

5. Classify partnerships?

a. Universal partnership which are of two kinds,

1) universal partnership of all present property;

2) universal partnership of profits.

b. Particular partnership;

Example.

A partnership for the practice of a profession is

a particular partnership.

As to liability of the partners

a. General partnership where all the partners are

general partners who are liable with all their property

after all partnership assets are exhausted.

b. Limited partnership where there is at least one

general partner and at least one lnited partner, the

limited partner being liable only to the extent cf his con-

3. As to term of existence

a. Partnership for a fixed term

b. Partnership at will.

6, What are the kinds of partners?