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Cases: share of spouse cannot be disposed of during

marriage even with the consent of the other)

-1767 essential features of partnership (5) -1769 difference of partnership from voluntary
>have a valid contract associations
>partners have legal capacity to enter into the >juridical personality (have, none)
contract >purpose (realization of profit, lacks the purpose
> mutual contribution (m,p & i) to common fund of realization of profit)
>object must be lawful >contribution of members (capital, fees and not
>primary purpose is to obtain and divide profit capital)
-1769 rules to determine existence of partnership >liability of members (partnership is the one
>if terms of contract not clear; all of the liable in the first place, members are individually
essential features of partnership must be liable)
present and in case of doubt; 1769 shall apply -1770 effects of unlawful partnership (4)
>if existence is disputed; basis will be all facts >contract is void and partnership never existed
and circumstances presented in evidence to in the eyes of law
support a finding of the existence or non- >profits shall be confiscated in favor of the govt
existence of the parties intentions to create a >instrument or tools and proceeds of the crime
partnership shall be forfeited in favor of the government
-1769 indicia and incidents of partnership (existence) >contribution of partners shall not be
>partner’s share in profits and losses confiscated unless they fall under effect no.3
>equal rights in the mgt and conduct of business -1773 contract needed when contribution of immovable
>partners are agent of the partnership partnership (2)
>partners are personally liable for the debts of >contract must be in a public instrument
The partnership (except limited partners) >inventory of the property contributed must be
>fiduciary relation exists between the partners made, signed, and attached to the public
>on dissolution, partnership is not terminated instrument (not included in case of personal
but continue until the winding up is completed property)
-1769 difference of partnership from co-ownership -relations created by a contract of partnership (4)
>creation (by contract, by law) >relations among the partners themselves
>juridical personality (have, none) >relation of the partners to the partnership
>purpose (realization of profit, common >relation of the partnership with third persons
enjoyment of thing or right) >relation of the partners to third persons
>duration (no limit, agreement to keep the thing -1786 obligation with respect to contribution of property
for more than 10 yrs is not allowed) (5)
>disposal of interest (may not unless consented >contribution at the beginning of the
by partners, can freely do so) partnership (m,p & i)at the stipulated time
>power to act with third person (a partner can >answer for eviction in case the partnership is
represent the partnership, co-owner cannot deprived of the determinate property
represent co-ownership) contributed
>effect of death (dissolution, does not >to answer to the partnership for the fruits of
necessarily dissolve) the property the contribution of which he
-1769 difference of partnership from conjugal partnership delayed from the date they should have been
of gains contributed to the time of actual delivery
>parties (two or more, spouse-man and woman >to preserve said property with the diligence of
>governing laws (stipulation, by law) a good father of a family pending delivery to the
>juridical personality (has, none) partnership
>commencement (execution of the contract >to indemnify the partnership for any damages
unless otherwise stipulated, date of celebration caused to it by the retention of the same or by
of marriage) the delay in contribution
>purpose (realization of profit, regulate the -1787 appraisal of goods or property contributed (2)
property relation of spouses during marriage) >in a manner prescribed by the contract of the
>distribution of profits (according to agreement partnership
or capital contribution, equal division) >by experts chosen by the partners and
>management (mgt is shared equally, husband according to current prices (no stipulation)
decision prevails in case of disagreement) >in case of immovable property, appraisal is
>disposition of shares (whole interest may be made in the inventory of said property
disposed without the consent of other partners,
-1788 obligation with respect to contribution of money >the partnership debtor has become insolvent
and money converted to personal use (4) -1794 obligation of partner for damages to partnership (2)
>to contribute on due date the amount he has >the damages are not generally subject to set-off
undertaken to contribute >in case of unusual profit through the
>to reimburse any amount he may have taken extraordinary efforts of the guilty partner, the
from the partnership coffers and converted to courts are authorized by the law to equitably
his own use mitigate or lessen his liability for damages
>to pay the agreed or legal interest if he fails to -1795 risk of loss of things contributed (5 cases)
do no.1 and no.2 >not fungible where only the use is contributed
>to indemnify the partnership for the damages (partner)
caused to it by the delay or conversion of any >ownership transferred to partnership
sum for his benefit (partnership)
-1788 liability of guilty partner for interest and damages >fungible things where only the use is
(2) contributed (partnership)
>accrual of liability >to be sold (partnership)
>double responsibility >brought and appraised in the inventory
-1789 prohibition against engaging in business (2) (partnership)
>industrial partner cannot engage in any -1796 responsibilities of partnership to partners (3)
business aside from partnership > to refund amount disbursed by him in behalf of
>capitalist partner cannot engage in business the partnership
with the same kind of the partnership biz >to answer for the obligation he may have
-1791 requisite before a capitalist is obliged to sell his contracted in good faith in the interest of the
interest (4) business
>imminent loss of the business >to answer for risk in consequence of its mgt.
>majority of the capitalist partner are of opinion -1800 scope of power and limitation of managing partner
that an additional contribution to the common (3)
fund would save the business >minor power to issue receipt
>refusal of capitalist partner to contribute >to purchase on account as it is usual or
additional capital (not because of his inability to customary in the operation of partnership
do so >to dismiss an employee upon justifiable cause
>no agreement that even in case of an imminent for dismissal, after complying with the
loss of the business the partners are not obliged requirements prescribed by law in terminating
to contribute employment
-1792 obligation of managing partner who collects debt (2) -1801 scope of powers of two or more managing partners
>any sum received by the managing partner shall (2)
be applied to the two credits in proportion to >
their amounts >
>any sumreceived by the managing partner for -1801 requisites for the applicability of the powers of two
the account of the partnership, the whole sum or more managing partners (3)
will be applied to the partnership credit alone -1803 rules to be observed when the manner of
-1792 requisite of law with regards for the obligation of management has not been agreed upon (2)
managing partner who collects debts (3) -1807 partner accountable as fiduciary (3)
>atleast two debts exist (partnership and -1808 right of the capitalist partner to engage in business
managing partner as creditor) (3)
>both debts are demandable -1809 cases where any partner have the right to formal
>the partner who collects is authorized to account as to partnership affairs (4)
manage and actually manages the partnership -1813 rights of the transferee or assignee (4)
-1793 obligation of partner who receives share of -1813 rights withheld from assignee (3)
partnership credit (1) -1816 nature of individual liability of partners (3)
>bring to the partnership capital what he -1818 power of partner as agent of partnership
received even though he may have given receipt -1818 requisites in order that the partnership will not be
for his share only liable (2)
-1793 requisites for the applicability of obligation of -1819 real property may be registered or owned in the
partner who receives share of partnership credit (3) name of (4)
>a partner has received in whole or in part his -1820 admission by partners (4)
share of the partnership credit
>the other partners have not collected their
-1821 cases of knowledge of a partner (3)
-1826 liability of incoming partner for existing obligations
-1830 causes of dissolution (8)
-1830 ways of dissolutions effected without violations of
partnership agreement (4)
-1830 loss of specific thing and its results with regards to
dissolution (3)
-1831 grounds where the court shall decree a dissolution
-1833 cases where authority of partners, as among
themselves, to act for the partnership is terminated (2)
-1834 cases where the partnership is bound by any act of
partner after dissolution (2)
-1834 notice of dissolution to creditors (4)
-1836 manner of winding up (2)
-1836 persons authorized to wind up (3)
-1837 rights where dissolution not in contravention of
agreement (2)
-1837 rights where dissolution in contravention of
agreement (2)
-1838 rights of injured partner where partnership contract
rescinded (3)
-1839 rules in settling accounts between partners after
dissolution (9)
-1841 rights of retiring or of legal representative of
deceased partner when business is continued (2)
-1842 persons liable to render an account after dissolution