Beruflich Dokumente
Kultur Dokumente
PARTNERSHIP
Requisites:
1. intention to create a partnership
2. common fund obtained from the
contributions
3. joint interest in the profits
Essential Features:
1. there must be a valid contract;
2. the parties must have legal
capacity to enter into the
contract;
MANAGEMENT OF PARTNERSHIP
I. When the manner of management
has been provided for in the
partnership agreement
WINDING UP
Process of settling the partnership
business or affairs after
dissolution.
TERMINATION
Point in time when all partnership
affairs are wound up or completed
and is the end of the partnership
life.
CAUSES OF DISSOLUTION
1. Extrajudicial dissolution (ART
1830) - the parties may agree to
expand the grounds provided under
Art 1830 but NOT to delimit them.
The causes enumerated are as
follows:
a. Without violation of the
agreement between the partners
i. By the termination of the
definite term or particular
undertaking specified in
the agreement;
ii. By the express will of any
partner, who must act in
good faith, when no
definite term or particular
undertaking is specified;
iii. By the express will of all
the partners who have not
assigned their interest or
suffered them to be
c. A partner has been guilty of such
debts, either before or conduct as tend to affect
after the termination of
any specified term or
particular undertaking;
iv. By the expulsion of any
partner from the
business bona fide in
accordance with such
power conferred by the
agreement between the
partners;
b. In contravention of the
agreement between the
partners, where
the circumstances do nor
permit a dissolution under any
other provision of this article
by the express will of any
partner at any time.
c. By any event which makes it
unlawful for the business of
the partnership to be carried
on or for the members to
carry it on in partnership.
d. When a specific thing, a
partner had promised to
contribute, perishes before its
delivery. Or where the partner
only contributed the use or
enjoyment of the thing and
has reserved ownership
thereof, its loss, before or
after delivery dissolves the
partnership.
e. By the death of any partner;
f. By the insolvency of any
partner or the partnership;
g. By the civil interdiction of any
partner;
NOTES:
authority to sell must be in
writing; otherwise the sale is VOID
(Art.1874)
the sale itself should be in
writing in order to be enforceable.
The authority of an agent to
execute a contract of sale of real
estate must be conferred in writing
and must give him specific authority,
either to conduct the general
business of the principal or to
execute a binding contract
containing terms and conditions
which are in the contract he did
execute. (Dizon et al. vs. CA et al.,
GR 124741, January 28, 2003)
1. Scope of Authority
2. Continuity
BROKER
A middleman or intermediary
who, in
behalf of others and for a
commission or fee, negotiates
contracts/transactions relating to
real or personal property.
Factorage
Compensation of a
factor or
commission agent.
Ordinary Commission
Compensation for the sale of
goods which are placed in his
possession or at his disposal.
ESTOPPEL BY PRINCIPAL
Even when the agent has
exceeded his authority, the principal
is solidarily liable with the agent if
the former allowed the latter to act
as though he had full powers.
JOINT PRINCIPALS
Two or more persons who
appoint an agent for a common
Liability: solidarily liable to the 3. Withdrawal of the agent
agent for all the consequences of agent may withdraw by giving
the agency. notice to the principal, but
Requisites of solidary liability: must indemnify the principal
1. There are two or more principals for damages that he may suffer
2. The principals have all concurred by reason of such withdrawal.
in the appointment of the same 4. Accomplishment of the object or the
agent; and purpose of the agency
3. The agent is appointed for a 5. Revocation
common transaction or 6. Dissolution of the firm or
undertaking corporation, which entrusted or
NOTE: Any one of them may revoke the accepted the agency.
agency
Instances when death of principal does
RULES ON DOUBLE SALE BY PRINCIPAL not terminate agency
AND AGENT 1. If the agency has been constituted in
1 When two persons contract with the common interest of the principal
regard to the same thing, one of and the agent
them with the agent and the other 2. If it has been constituted in the
with the principal, and the two interest of a third person who has
contracts are incompatible with each accepted the stipulation in his favor
other, that of prior date shall be
preferred, without prejudice to Revocation of Agency by Principal
Article 1544(double sale).
2 If the agent has acted in good faith, will of the principal, regardless of the
the principal shall be liable in term of the agreement.
damages to the third person whose
contract must be rejected. If the 1. If a bilateral contract depends upon
agent is in bad faith, he alone shall it;
be responsible. 2. If it is the means of fulfilling an
obligation already contracted;
Instances when principal is not liable 3. If a partner is appointed manager of
for the expenses incurred by the a partnership and his termination is
agent: unjustifiable; and
1. if the agent acted in contravention 4. If it is created not only for the
of the principal’s instructions, unless interest of the principal but also for
the latter should wish to avail the interest of third persons, who
himself of the benefits derived from have accepted the stipulation in
the contract; their favor
2. when the expenses were due to the
fault of the agent; Agency coupled with an interest
3. when the agent incurred them with
An agency wherein the agent has
knowledge that an unfavorable
acquired some interest of his own
result would ensure, if the principal
in the execution of the authority
was not aware thereof;
granted to him, in addition to his
4. when it was stipulated that the
mere interest in the contract of
expenses would be borne by the
employment with the resulting
agent, or that the latter would be
gains.
allowed only a certain sum.
The agency becomes merely a
part of another obligation or
MODES OF EXTINGUISHMENT OF
agreement, or an incidental
AGENCY (EDWARD)
1. Expiration of the period element thereof so it cannot be
unilaterally revoked.
2. Death, civil interdiction, insanity or
NOTE: However, in Coleongco vs.
insolvency of the principal or of the
Claparals (10 SCRA 577), the SC made a
agent
sweeping statement that coupled with
an interest or not, the authority
(agency)
can certainly be revoked for a just cause.
Implied Revocation may be effected: TRUST CONTRACT
1. By the act of the principal in Always involves A legal obligation
appointing another agent for the owner-ship, based on an
same business or transaction; embracing a set of undertaking
2. By the act of the principal in directly rights and duties supported by a
fiduciary in consideration,
managing the business entrusted to
character which may which obligation
the agent; or be created by a may or may not be
3. By the act the principal in declaration without fiduciary in
subsequently granting a special consideration. character.
power of attorney as regards the TRUST DONATION
same business to another agent, 1. An existing legal There is a transfer
where he had previously granted a relationship and of property as well
general power of attorney to one involves the as the disposition of
agent. separation of legal both legal and
and equitable title equitable ownership
except in cases of
TRUSTS gifts in trust.
TRUST PROPERTY
The concept of a trust arises from or is
the result of a fiduciary relation
between the trustee and the cestui que
trust as regards certain property- real,
personal, funds or money, choses in
action held by the trustee. (Pacheco vs.
Arro, 85 PHIL 505 )
PROOF OF TRUST
NOTES:
Trusts cannot be established
in violation of law. Trust is founded
in equity such that it cannot
result from a contract formed for
an illegal purpose.
Neither may a trust be created
for the purpose of evading a
legal prohibition. Example: there
cannot be a trust created for the
purpose of obtaining homestead
patents, in favor of a person
already disqualified to obtain
additional homesteads.
NOTES:
the 10-year prescriptive period
in case of implied trust begins to
run from the date the trustee
repudiates the express trust. In
the 4-year prescriptive period 2. As to proof of trust
under Article 1391 applies only if An express trust over An implied trust
the fraud does not give rise to an an immovable property over an immovable
implied trust, and the action is to or any interest therein or any interest
cannot be proved by therein may be
annul a voidable contract under
parol evidence proved by oral
Article 1390. evidence.
3. As regards repudiation of trust
TRUST PURSUIT RULE An express repudiation In constructive
Equity will pursue property that made known to the trusts, even if
is wrongfully converted by the beneficiary is there is no
fiduciary, or otherwise compel necessary in order that repudiation, laches
restitution to the beneficiary. A trust laches or acquisitive may bar an action
will follow the property through all prescription may bar to enforce an
changes in its state and form, an action to enforce an implied trust.
express trust.
provided its product or proceeds are
capable of identification.
KINDS OF IMPLIED TRUSTS
1. Purchase money resulting trust
IMPLIED TRUST
(Article 1448) – There is a resulting
Are those, without being express,
trust when property is sold, and the
are deducible from the nature of the
legal estate is granted to one party
transaction as matters of intention, or
but the price is paid by another
which are superinduced on the
party for the purpose of having the
transaction by operation of law, as
beneficial interest of the property.
matters of equity independently of the
particular intention of the parties. To give rise to a purchase money
resulting trust, it is essential that
RESULTING CONSTRUCTIVE there be:
TRUST TRUST a) an actual payment of money,
1. Intention to create trust: property or services or an
The intent of The trust is created equivalent, constituting valuable
the parties to irrespective of or even consideration;
create a trust contrary to the b) and such consideration must be
is presumed or intention of the parties furnished by the alleged beneficiary
implied by law to promote justice, of a resulting trust.
from the frustrate fraud and to
nature of their prevent unjust EXCEPTIONS:
transaction enrichment. a) Where A pays the purchase
2. Prescriptive period: money and title is conveyed by
The 10 year The 10 year absolute deed to A’s child or to a
prescriptive prescriptive period person to whom A stands in loco
period shall be shall be counted from parentis and who makes no express
counted from the time that the promise, a trust does not result, the
the time constructive trust presumption being that a gift was
repudiation is arises. intended;
made known b) Where an actual contrary
to beneficiary. intention is proved;
3. Examples: c) Where the purchase is made in
Illustrated in Illustrated in Articles violation of an existing statute and in
Articles 1448, 1450, 1454, 1455, 1456 evasion of its express provision, no trust
1449, 1451, can result in favor of the party who is
1452, 1453 guilty of fraud. (Tigno vs. Court of Appeals
280 SCRA 262 [1997])
EXPRESS TRUST IMPLIED TRUST
1. As to creation
Created by the Come into being by
intention of the parties operation of law.
2. Donations made to a person but the Requisites before period or
beneficial interest is vested in prescription may start in regard to
another. The donee is the trustee an action based on an implied
while the designated third person is trust:
the beneficiary. (ART 1449). a) the trustee has performed
3. Purchase with borrowed funds and unequivocal acts of repudiation
the conveyance is made to lender to amounting to an ouster of the cestui
secure payment of debt. ART 1450 ) que trust.
4. Legal title to land inherited by heir b) Such positive acts of repudiation
placed in the name of another. have been made know to the cestui
(Article 1451) que trust; and
5. Legal title to property purchased c) Evidence thereon is clear and
taken in one co-owner. (ART 1452) positive. (Vda. De Cabrera vs. Court
6. Conveyance under a promise to hold of Appeals 267 SCRA 339 [1997].)
for, or transfer to another. (ART
1453) NOTE: The enumeration is not exclusive.
7. Absolute conveyance to a person to
secure performance of grantor’s Other examples of implied trust:
obligation. 1. The registration of land under
8. (ART 1454) torrens in the name of one person do
9. Purchase of property with use of not bar evidence to show it was only
trust funds (ART 1455) held in trust for another.
10. Acquisition of property through 2. Certificate of registration of vehicle
mistake or fraud. (ART 1456). placed in the name of a person
although the price was not paid by
NOTE: An action for reconveyance of him but by another.
a parcel of land based on an implied 3. One arising from the agent’s willful
or constructive trust prescribes in violation of the trust reposed in him
ten years, the point of reference by the principal by buying for
being the date of registration of the himself the property he was
deed or the date of the issuance of supposed to buy for the principal
the certificate of title over the who designated and appointed him
property. BUT, this rule applies only to negotiate with the owner.
when the plaintiff (or person 4. In consonance with the trust fund
enforcing the trust) is not in doctrine in Corporation Law, the
possession of the property, since if a assets of the corporation, as
person claiming to be the owner represented by the capital stock, are
thereof is in actual possession of the regarded as “trust fund” to be
property, the right to seek maintained unimpaired for the
reconveyance, which in effect seeks payment of corporate creditors.
to quiet title to property, does not
prescribe.