-Essential Characteristics of Partnership

Principal and nominate

Consensual
Onerous and bilateral
o Bilateral all the partners are bound to contribute
Preparatory and progressive
o Contract of partnership is a means or medium to and end
o CLV: The end is more important
o CLV: Partnership is not entered only so that the partners can come together,
but it is done to jointly pursue and enterprise (collective business)

-Progressive
CLV: A departure from one of the essential characteristics of contract in general mutuality
o The general rule is that what you agreed upon at perfection is what binds you
o But in partnership, the contract grows beyond the original intention as it
evolves along with the underlying business enterprise

-How is a common fund created? By putting money together.

CLV: Then it needs delivery, right?
o No, the contract of partnership arises when there is a meeting of the minds an
agreement to create a common fund, etc.

-Common fund is not property pro indiviso

What is the modern term for common fund?
o Business venture
o CLV: That is why it is the agreement to come together and pursue jointly a
business venture that makes it consensual
Its more than owning jointly assets or properties

-CLV: Their interest in the common fund is called equity or shares

-Every co-ownership necessarily brings about partnership? False.

Is a co-owner entitled to receive the profits coming from the thing pro indiviso? Yes.
Authority? Article 1769(2)
In co-ownership, there is no necessary intention to enter into a business

-Every partnership necessarily brings about co-ownership?

-By definition, a true contract of partnership is always onerous true

Except a professional partnership (the exercise of a profession)
o CLV: This is not necessarily part of the main contract of partnership in 1767(1)
This is a quasi-public service and not a business venture
There is no common fund in a professional partnership
The purpose is to exercise jointly a noble profession for the benefit of the
public

-Essential elements:
Consent
 Subject matter creation of the common fund or in modern terms, the joint pursuit of a
business venture
Cause the returns on equity

-Essential attributes:
Informal juridical personality
o Juridical personality comes about by mere meeting of the minds of the parties,
not through formal requisites
Delectus personae
o One partner cannot invite another one or replace with himself without the
consent of the others
o The partnership creates the most personal relationship between and among the
partners, which when broken and also breaks the bond of the partnership
o Super related to mutual agency
Fiduciary comes about because of special relationship because the
partners are mutual agents of each other
o Does this negate the concept of mutuality or obligatory force?
Mutual Agency
o Partners represent each other and the partnership itself
o The partners actually occupy two hats:
(1) Agent of the other partners and the partnership itself
(2) Principal partner
o Is a partnership essentially revocable?
Unlimited liability of partners
o General partners are liable not only what they invest or promise to invest, but
also their personal properties for the partnership debts
o Exception: Limited partners

-Essential characteristics vs. Essential attributes

Attributes: is the kind of creature that the partnership looks like as it lives out its life
Characteristics: is what gives birth to the partnership

-Yu v. NLRC
The moment one of the partners withdraws from the partnership or one of the parties dies,
the partnership ceases to exist as a juridical person?
o Contract of partnership is dissolved
o The contract of partnership is deemed extinguished
Shows the principle of delectus personae
CLV: The relationship between two persons is too personal that the
means or medium change by way of their relations
Old partnerships sold their partnership to new partners
o The original contract of partnership ceased to exist dissolved
A new contract of partnership took its place
o What about the original juridical personality?
Dissolved and a new juridical personality existed by virtue of a new contract
of partnership
o What about the business enterprise?
The old business enterprise subsisted!
 It subsisted under the new partnership
The purpose of all contracts of partnership is not for that alone, but more, importantly,
the business enterprise
o CLV: This is why the partnership is only a medium and this medium may
change!
CLV: One of the great attributes of a contract of partnership is unlimited liability
o Liable to the partnership creditors
o What you have invested + personal property
o How can this be? Against the principal of relativity?
The other partners never gave their consent!
Doesnt the entity have a separate juridical personality?
o CLV: BECAUSE THE LAW FUCKING SAYS SO.
Dura lex sed lex
o Because they are principals acting jointly together
Jointly even if only one contract, he is the agent of another
o Separate juridical personality is only for the convenience of conducting business
Yu can recover against the new partnership in spite of the principle of relativity? Why?
o The new partnership still had the same business enterprise
The new partnership acquired the old obligations of the old partnership
CLV: The dog is the same dog that bit you

-CLV: You have a dog, you put a leash and a collar on the dog.
The most important thing here is the dog
o The dog is the business enterprise
o The leash and the collar are simply the means to be able to handle the dog = the
partnership and juridical personality
When you change the leash and the collar to something else, the dog ceases to exist?
o No same dog, new collar!
When you decide to sell the dog with the leash and the collar, the dog ceases to exist?
o No same dog, new owner!

-Every partnership has 3 levels to determine its rights and obligations:

Contractual relation

-When does a contract of partnership begin and among the partners?

Meeting of the minds
CLV: The contributions of each partner does not necessarily have to take place during
the perfection of the contract

-When does the juridical personality of a corporation begin to exist?

Same upon perfection or the meeting of the minds of the contract of partnership

-Article 1768
Reference to Article 1772 is about commercial law provisions that requires registration to
give it life
CLV: But this not apply to a partnership that is informal or consensual

-Every contract of partnership necessarily brings about a separate juridical person?

 True -- Metaphysical act on the part of the State bringing about a juridical person
Article 1768
o The consensual act of 1767 brings about a juridical entity

-The perfection of a contract of partnership brings about its business enterprise?

False it is not a metaphysical, such that it does not only happens in the minds
o Must the partners have already contributed positive act or transaction by the
partners?
A transaction must be undertaken there must be commercial activities
o Contribute to a common fund or entering into transactions
CLV: The mere act to pursue a business does not create the business itself

-A void contract of partnership does not bring about a juridical entity?

False?

-A void contract of partnership does not bring about business enterprises?

False?
The business enterprise may be put up not necessarily through means of a partnership
It is still a business enterprise, but it is not a partnership business enterprise?
So is there a juridical person?
o CLV: No, because the nexus of a juridical person under the law is a contract of
partnership?

-Every contract of partnership pursued in the commercial world brings about a business enterprise?

-Business enterprise
Recognizes that a succession of liability can appear through a business enterprise
o Lien a right in rem that attaches to property; it follows the property wherever
it goes
o CLV: Same thing with a business enterprise

-A partnership is not a corporation, but a corporate tax payer!

CLV: Corporation =/= corporate tax payer
Partnership is taxed like a corporation
Each of the partners are also taxed
o CLV: There is, in essence, double taxation

-Pascual
Habituality
o Intent to pursue a business venture
o When there is no habituality, then there is no intent to pursue a business
venture
o CLV: To pursue a going concern
To make it ones livelihood
o A business is not only a one-time thing; thats why its called an occupation not
just for today, but for all times to come
In this case, there was only a single and isolated transaction
When two or more persons agree, by contract, to pursue a business venture, then
there is a partnership
o BUT Can a business venture be for one-time big time?
Yes, because there is such a thing as a particular partnership
Specific business
 As opposed to a universal partnership
Everything that the partners owned or every business that is
owned are brought together; or only the income

-Ona
Siblings inherited properties that were rented; they did not touch the properties the
money was just sitting there, grieving (illustrative Ona)
Is there a common fund?
o Was there a profit?
But there was no partnership, because there was no contractual intent to enter into a
business venture and derive profits therefrom
o CLV: In this case, theY never chose to be together as co-owners; the siblings
just ended up this way!
CLV: What if a manager was appointed to look after the properties?
o Not necessarily
o But in Ona, as decided by the SC, the siblings knew about the management
Gaston: Acts of the agent bind his principal?
CLV: Whenever in a co-ownership, a partition can be had, but the co-owners agree to
stay together (and thus, deriving profits jointly), is this indication to stay enough to
form a contract of partnership?
o False
o Why not?
There is no meeting of the minds, despite the existence of common
funds
The nexus of a contract of partnership is the contractual intent to
pursue a business venture jointly
CLV: They must consciously and freely give their consent to be in a
business!
o Because the ability to partition is imprescriptible and, thus, just because they
dont do it now does not mean there was a conscious effort to not do so, as
they can partition any fucking time
CLV: Habituality; By their action or inaction, they did pursue a business venture
together?

-If we agree to come together and operate a salon Universal or particular? Particular.

-Types of partnership when it comes to the liability assumed?

General partnership
o All partners have unlimited liability
Limited partnership
o There are general partners, like in a general partnership
o There are limited partners

-In a General Partnership, all the partners are liable for all the partnerships debts? True.

-In a limited partnership, all the partners are liable for all the partnership debts only to the
extent of their contribution? T/F?

-CLV: Limited partnerships are rare!

-CLV: One thing that will make you a partner: By giving consent or showing intent to be a
partner?
The contractual right to participate in the profits does not necessarily entitle one to be a
partner

-CLV: Profits is the greatest manifestation of business or commerce:

But this notwithstanding, not every business is a partnership!
 CLV: Some are too reluctant to say that there are profits to disprove partnership, but
this is wrong, because the presence of profits does not necessarily make the business
(yes, there is one), a partnership!

-XXX

-Halili
CLV: Woodhouse won the war because he was eventually granted the profits he sought
Court cannot compel Halili to execute the articles of partnership
CLV: The articles of partnership is not the contract of partnership
o The article is only a piece of evidence!
How does one become a equity holder? By being a partner!

-One does not need (1) to contribute to the partnership nor (2) manage the business itself in
order for one to be considered a partner
The contract of partnership is not a real contract
CLV: Even if you agree to contribute service, you really dont have to contribute the
same the agreement is sufficient!

-CLV: (1) The right to demand accounting and (2) the right to participate in the profits is
grounded on being a partner and partnership

-Article 1769
CLV: Whenever your participation in the profits can be proven in a way other than a
contract of partnership, then you are not a partner?
CLV: Overriding commission is not a share in the profits
In the 5 enumerations, there is a right to participate in the profits, yes?
o Yes
o CLV: And yet there is no partnership, as the basis for the profit is a contract
other than a contract of partnership
o In these instances, there is no right to demand accounting?
CLV: Yes

-Cacao
What made Nita a partner in sole proprietorship that is Gemini?

-Can a contract of partnership exist when one agrees to contribute but not really contribute?

-Can one still be a partner, despite being or assuming managerial or vice-presidential roles?

-CLV: What makes a partnership? The agreement to pursue a business jointly (and to share in
the profits thereafter)!
Not the agreement to contribute
Not the agreement to share in the profits

-Registration of the business in the name of one person as a single proprietor is evidence that
there is no partnership? T/F?

-The participation of one in the management of the business makes one a partner?
False?

-The rendering of accounting is prima facie evidence that partnership exists?

True
CLV: Partners have to render accounting in order to determine their shares in the
profits

-Basis by which a partner can demand accounting? By participation of the profits?

CLV: How do you determine your right to participate if there is no accounting?
-A contract of partnership still exists whether or not there is actual contribution or actual
management by one partner

-What entitles a partner to participate in the profits?

CLV: By being an owner in the partnership business, regardless of actual positive acts
on his part?
Does a sloth or absentee cease to have jus fruendi? No?
A meeting of the minds to pursue a business jointly is enough to constitute a
partnership

-Formalities of Partnerships:
Generally, no form is required because of the consensual nature of a partnership
Exceptions:
o Article 1771 and Article 1773 (immovable property)
The inventory must be attached to the articles of partnership, which in turn,
must be registered with the SEC; otherwise, the contract of partnership is
void
o Limited partnership
Comply with the formalities required for limited partnership and register with
the SEC

-CLV: Whether youre a partner or a mere employee, you are supposed to be accorded with
fairness and equity

-Bastida
What they were planning to do, is to look at the value of the department at the end of the
year and deduct that from the value at the beginning, which is also net profit
Is he entitled to this?
o Depends on whether or not he is partner or an employee
CLV: If youre an owner, then it is not only the net value, but every increase in the
thing owned which accrues to you any increase in the value of the property itself
o This is why it is crucial to determine if he was a partner or an employee merely
entitled to the net profits
When you contribute capital youre an owner or a partner
o A manager is not an owner and that is why he does not contribute capital
o CLV: The moment you contribute capital, then you are considered an owner
CLV: The moment one is allowed to share in the net profits is prima facie evidence of
the existence of a partnership, especially if the nexus of that agreement is an intention
to pursue a business together and contribute funds or services thereto
CLV: Is it contrary to a partnership if one partner becomes a general manager?

-Anton v. Olivia (2011)

Is it valid in a partnership agreement that only some are capitalist and the rest are
managing? Yes.
SC held that the contribution was not by way of a partnership, but by way of a loan
CLV:
o Power to participate in the net profits
o Power to audit
o Power to account
 When youre only entitled to the net profits and youre contractually entitled thereto, are you
a partner?
Partners have a right to demand accounting!
o CLV: How would you know if youre getting the right share?
CLV: If youre only a lender, then youre only entitled to the net profits and NOT to the
other growth of the business

-Ortega
If it was a partnership a will, then any one of the partners may move for the dissolution of
the same
Every partnership is deemed to be indefinite in character, unless it is dissolved
o CLV: If you want it to have a period, then you have to expressly state one
If its not a partnership at will, then its a partnership with a period?
o The difference between one at will and one with a period is money
CLV: Anyone of the partners cannot be compelled to remain in the partnership
because of the principle of delectus personae
Because it is a partnership at will, then it is almost always allowed that a partnership may
be dissolved and the partner is not necessarily liable for damages
o He may even participate in the dissolution
If the partnership is one with a period, the partnership can still be dissolved, but the
partner breaching the contract is liable for damages
o No participation liquidation as well for the erring partner

-One who is not a partner is not allowed to participate in the net profits of the partnership

-Partners owe fiduciary duties to one another based on the principle of mutual agency
But partners are peculiar because they are principals and agents at the same time

-If a partner uses partnership property to transact in any venture in the ordinary course of
business, then the other partners have a stake in the profits?

-Despite Article 1772/1773 (formal requirements to be registered with SEC), there is still a
partnership if the essential requisites are present
o Registration
o Inventory
Void not as between the partners, but as to third parties who may be prejudiced OR void as
between the partners?
o CLV: Its really not void as to the partners
The article is not meant to govern the status and relationship of the
partners, but for the benefit of 3rd parties
Registration requirements are necessary to protect 3rd parties it is not simply notice
How does registration actually protect 3P?

-Angeles case
When the law declares the partnership void, does it affect?
o The partnership?
o The third person?
-CLV: Would it prejudice the partners if the contract is declared void for failing to register?
Yes, there is no more benefit of excussion
o The subsidiary liability is lost
If the partnership is gone, then that would mean that they are immediately, principally,
and directly liable
CLV: You make it void as to the 3P, so they can immediately go after the partners!

-When an immovable is contributed in the partnership, then it must be registered in the

partnership name in order for it to become partnership assets?
False!
o Registration is not necessary!

-Angeles and Torres are wrong and right

Wrong because it doesnt make sense
Jech: THE FUCK?!

-Obligations/Duties of Partners
(1) Obligation to contribute
o Part and parcel of the coming into being of a contract of partnership, but failure to
do so will not dissolve the partnership, regardless of whether or not the same
consists of service, money, or property
o The effect is that the partner becomes a debtor of the partnership
CLV: This means that the remedy available is not to dissolve the
partnership, but, rather, to ask for specific performance with damages
The other partners cannot use non-contribution as a cause of
action for dissolution
When the obligation is a sum of money, then the debtor-partner becomes
liable for interest, if not stipulated, then the same at the legal rate upon
default
When the obligation consists of property, the debtor-partner becomes liable
for damages
When goods have been delivered and the obligation has been
complied with, it is only at such time when the partnership
becomes the owner thereof and, thus, the partnership bears the
risk of loss
o CLV: The contributing partner, during dissolution and
winding up, has no right to demand that the same thing be
returned to him because he has already lost ownership
thereof in lieu of the partnership
Fungible thing
o Lost due to a fortuitous event gives rise to dissolution
Before delivery?
Non-fungible thing
When the obligation consists of service industrial partner
Can IP contribute sums of money or property?
o CLV: Yes this is a way of upping his share in the profits,
aside from his default compensation as provided by law
GR: He is not liable for losses;
 E: Express stipulation
o As opposed to a CP who is liable for losses

-Duty of Diligence
An integral part of a partner being an agent
The unlimited liability obligations of partners is a joint and subsidiary obligation it
can be enforced by the partnership creditors only when the partnership property is
insufficient
Breach of diligence:
o Fraud
o Gross negligence
o The partner is still liable for the damage caused to 3P;
But the partner is also solidarily liable
Joint tortfeasors are always solidarily liable

-Duty to Account
Fiduciary obligation
CLV: If the partners do not want to account, then petition the court for the same
Ancillary to the main duty of loyalty
GR: One of the great attributes of a partnership is mutual agency
o The duty of loyalty is an integral obligation to the partnership itself and as to
one another

-Duty to Loyalty
The partnership itself exists as a separate juridical person to which full diligence is owed
CLV: No partner has the ability for himself and for his own advantage to the detriment of the
partnership to keep any information or opportunity he gained by means of being a partner
Special rule when a partner receives his credit from a debtor of both himself privately and
that of the partnership (check codal provision)

CLV: Every partner is an agent and, at the same time, also a principal
Equity holders and mutual agents at the same time

-Industrial partner
Cannot engage in any commercial endeavor cannot engage in business, even if the
same is not in conflict with the partnership business
o This is because all his service, which is what he contributes, must be solely
devoted to the partnership; otherwise, breach of loyalty
CLV: Can be a capitalist partner at the same time

-Capitalist partner
Can engage in any business at the same time
o Except that he cannot engage in a business that is competitive with that of the
partnership himself; otherwise, breach of loyalty

-CLV: In a partnership setting, is there a duty of obedience? Fuck no.

Duty of obedience duty to follow the instructions of the principal and to act within only
the scope of authority
-Dissolution, Winding Up, and Termination
Dissolution is to the contract of partnership
o CLV: The contract of partnership has been novated
o Prior to dissolution contract of partnership is for pursuing a business
enterprise a going concern
o After dissolution contract of partnership is now for the winding up of the
affairs of the partnership
o CLV: Has the contract been extinguished? Yes. But every aspect of it? Fuck no.
o Extinguish per se: A contract of partnership is meant to extinguish the contract and
the business enterprise
o Novate: Extinguish the original contract of partnership, but the business enterprise
proceeds under a new contract of partnership
o CLV: The effect of dissolution goes into the contract of partnership between the
partners themselves
The juridical personality is also affected
Termination is to the contract of partnership, so to speak, but more importantly, to the
business enterprise
o Presupposes winding up
Winding up is to the business enterprise
o To liquidate all of the partnership affairs
o To settle all the obligations
o To pay all the debts
o To distribute all the net assets
o What for?
To get money
To get rid of the unlimited liability exposure

CLV: Nexus of juridical person is contract after a meeting of the minds comes in, a juridical
personality is created
Juridical person is not the main thing in partnership law, but only an add on to make the
running of the business enterprise more feasible

-Causes for dissolution

Judicial decree there is need to determine by the court whether or not there is abuse of
right and, therefore, breach;
o CLV: so that the partner will not be held to have abused his right
o Judicially declared insane or is shown to be of unsound mind
o Partner becomes incapacitated to perform his obligation
o Guilty of prejudicial conduct, when he acts in a manner that doing business with him
is impossible
o Partnership can only be pursued at a loss
o Others
Non-judicial (ipso jure)
o Without breach of contract
End of term
When this has come, there is dissolution
 CLV: But the partners can choose to continue the business, in which
case, it becomes a partnership at will, which makes the power to
dissolve at will (but this must be exercised in good faith;
otherwise, abuse of right)
Fulfillment of undertaking
Dissolution of partnership at will
Mutual withdrawal by all partners
Expulsion bona fide of a partner pursuant to contractual stipulation
o Without breach
Demands dissolution prior to the coming of the term
Partnership at will, but in bad faith
Force majeure
o When the business enterprise has become unlawful
o Death, insolvency, civil interdiction
Vinculum juris is broken
o Loss of specific property prior to contribution

-With breach/without breach

Because of delectus personae, power to dissolve is almost absolute, but not without
consequence
With breach:
o (1) Person becomes liable for damages that is deductible from his share of
profits
o (2) Does not have an option to continue with the business enterprise at all (in the
new business)
CLV: Hes out, even if the others choose to continue
o (3) Cannot handle the winding up of affairs

-Dissolution as a basis of winding-up, which is a basis for termination

-When the partnership has been dissolved, but the remaining partners have to pursue the
business, then they have no choice, but to give back to the withdrawing partner, whether at
fault or not, his net share
CLV: But the non-defaulting partners do not have the absolute right to continue the
business, unless and until they settle with the withdrawing partner give him his share
and remove his unlimited liability exposure (to not make him liable for outstanding
and future obligations of the partnership)

-Payment:
Partnership creditors
Return of the capital of partners
Share in the net income

-Limited partnership
CLV: Only formal contract of partnership
o You will not have a limited partnership unless the articles on limited
partnership are executed in a public instrument and registered with the SEC
Contents:
 o Partnership Name must have limited
o Names of the limited partners
o Contributions of the partners
o Who are the limited partners?
o What are their contributions?
o When can they recover their contributions?
o Can they recover their contributions in money?
A general partner can be a limited partner at the same time
Is it fatal to the existence of a partnership if there is no compliance with the solemnities
of the Civil Code? Fuck no.
o The only fatal effect is that the limited partners lose their ability as such
The partnership is treated as a general partnership and, thus, doctrine of
unlimited liability applies to all
The relationship and obligations with 3P stand
Insofar, as the 3P are concerned, the liability of the partners are pro rata,
but insofar as the partners are concerned between and among
themselves, their agreement as regards liability stands
Limited liability for limited partners; exceptions:
o Allow their surname to be in the partnership name
o Participate in the management of the business
Limited partner is necessarily a capitalist cannot contribute service
It is prohibited for a limited partner to participate in the business?
Payment:
o Partnership creditors
o Share in the profits
o Capital contribution

-CLV: Can an industrial partner be a limited partner at the same time? Yes but he will
violate the prohibition that a limited partner cannot participate in the business, but the
internal agreement between them stands
So that his priority in dissolution and winding up comes in

(Keiths question) GR: there is no obligation even in case of emergency even the survival of
the partnership is at stake
Only time there is an obligation if it is stipulated, in the absence of stipulation, others are
mandated to share.
Others may compel to sell his share
o Reason: Business in a crisis; Sell back in a depressed price

-Joint ventures are a species of partnership

SC: It is a particular partnership
o CLV: But it does not mean that all particular partnerships are joint ventures
Because a particular partnership is a going concern
Habituality you enter into a partnership because this is what
you want to do
What makes JVA different?
It is only about one particular project, business, or undertaking
Particular partnership vs. universal partnership
 o Universal: everything that we make and own are going to be shared (CLV: basically,
a marriage)
o Particular: covers only a particular undertaking, project, or business
There is no intention to share everything alike
o CLV: All the civil and commercial partnerships are particular partnerships; except
matrimonial partnership (marriage)

-Habituality
CLV: If you do it once, then that is not your main line of business and it is a civil
partnership
o As contradistinguished if you do it regularly for livelihood (commercial
partnership)
JVA does not have this
o CLV: JVA is a one-time thing that is entered into

-JVA
Generally, entities enter into JVA
o Natural persons usually enter into partnerships
3 types:
o (1) Informal (contractual/consensual)
Meeting of the minds without putting it in writing
The co-venturers enter into transactions on their own accord and for
themselves
Private agreement between them
o CLV: Try to hide the existence of a firm
There is no separate firm
o CLV: To avoid taxes by the BIR (corporate tax)
To remove the unlimited liability rule
To not be bound by mutual agency
To not be bound by delectus personae
o (2) Formal partnership JVA
Drawn up and registered with the SEC
There is a TIN
There is a formal partnership company
Separate firm
CLV: To make it easy to withdraw if you are unsure of your partner
o (3) JVA company (JVC)
Registered with the SEC under the Corporation Code
There is a formal partnership company
Separate firm
CLV: To make it more or less permanent
Take away mutual agency (Board governs)
Take away unlimited liability
Registration with the SEC is pursuant to the JVA agreement
CLV: This is different from a corporation because although what puts
people together in a corporate setting is contractual agreement to be
bound, it is the charter given by the corporation that gives life to the
venture very formal and solemn
 o Whereas in a partnership, consensuality governs
o In Corporation Law, the juridical personality is primary (bida)
o In Partnership, the juridical personality is merely subsidiary
and for convenience

-Information Technology v. COMELEC

A series of bilateral agreements to with a focal venturer done by a main entity does not
create a JVA or a consortium
o CLV: Because there is no delectus personae there must be multilateral agreement
among the venturers (each one chooses each one of them to be a co-venturer)
All the purported co-venturers must show that the JV actually exists that they undertake to
contribute to a common fund and share in profits and losses

-Kilosbayan v. Guingona
CLV: There is no such thing as sure profit
In this case, the lessee exercised prerogatives of ownership?
o CLV: But this is possible today! So Kilosbayan is actually outdated
o CLV: But Kilosbayan is the early case where the SC recognized JVAs as a species of
partnerhsip

-Paule v. Mendoza
Informal JVA

09/20/2012

-Philex Mining
CLV: A management firm is not an agent, but is a contractor and stands on equal footing as a
client he is expected to incur in expenses
CLV: When it is stipulated that they can recover the funds only upon the termination or
expiration of the contract, why does this make it a JV?
CLV: Why were the amounts not loans but investments?
Participation in the profits is by way of compensation, in this case, so why is there a
partnership, in the face of Article 1769?

-Marsman
C: The losses by the partners shall be borne 50-50

-Informal autonomy binds them

-Corporate JV bound by Corporation Code
Implement the Corporation Code, but as much as possible, give life to the contractual intent
of the parties

-CLV: In a true partnership agreement, you do not need a right of first refusal because partnerships
are protected by delectus personae
In a corporation, there is no delectus personae, so the non-selling partners need the right of
first refusal for protection

-Autonomy cannot partnership arrangements

 CLV: The partnership is principal and nominate