PARTNERSHIP NOTESCHAPTER 1

GENERAL PROVISIONS

Article 1767.

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.

CHARACTERISTICS OF THE CONTRACT1. It is consensual, nominate, principal, bilateral

or multilateral, onerous, and preparatory2. Money, property, and industry must be

contributed to a common fund(credit and goodwill- economic goodwill or commercial credit- may be contributed but not political credit)

3. The object must be lawful4. There must be an intention to divide the profit

among the partners since the firm is for the common benefit or interest of the partners

5. There must be affection societas- the desire to form active union with people among whom there exist mutual confidence and trust (delectus personarum)

6. A new personality must arise distinct from the separate personality of each of the members

PARTNERSHIP V CORPORATION1. How created

A partnership is created by agreement of the parties.A corporation is created by the state in the form of a special character or a general enabling law

2. How long it existsP- no time limit, except agreement of the partiesC- not more than 50 years, may be reduced but never extended

3. Liability to strangersP-may be liable with their private property beyond their contribution to the firmC- liable only for their payment of their subscribed stock

4. Transferability of interestP- the transfer of his interest to another does not make the transferee a partner unless all other partners consentC- transfer of interest makes the transferee a stockholder, even without the consent of the others

5. Ability to bind firm

P- generally, partners acting on behalf of the partnership are agents thereof; consequently they can bind the firm and the partnersC- generally the stockholders cannot bind the corporation since they are not agents thereof

6. MismanagementP- a partner can sue a partner who mismanagesC- a stockholder cannot sue the board of director who mismanages: the action must be in the name of the corporation

7. NationalityP- national of the country it was createdC- national of the country under whose laws it was incorporated, except for wartime purposes or for the acquisition of land, natural resources and the operation of public utilities

8. Attainment of legal personalityP- firm becomes a juridical personality from the time the contract beginsC- firm becomes a juridical person from the time it is registered with the SEC and all requisites have been complied with

9. DissolutionP- death, retirement, insolvency, civil interdiction, or insanity of partner dissolves the firmC- such cause do not dissolve the firm

PARTNERSHIP V CPG1. How created2. Law that governs3. Legal personality4. Commencement of the partnership5. Purpose6. Division of profits7. Management8. Dissolution9. Liquidation of profits

PARTNERSHIP V CO- OWNERSHIP1. CREATION2. Juridical3. Purpose4. Agency or representation5. Transfer of interest6. Length of existence if created by contract7. Profits8. Dissolution9. Form

PARTNERSHIP V JOINT STOCK COMPANY1. Composition2. Division of capital3. Management4. Liability5. Effect of transfer of interest

PARTNERSHIP V SOCIAL ORGANIZATION1. Contribution2. Liability for debts3. Purpose or objectives4. Personality5.

PARTNERSHIP V BUSINESS TRUSTBusiness trust is created when certain person entrust their property or money to other who will manage the same for the former.Investors are bound only to the extent of their contribution.

PARTNERSHIP V TENANCY1. Agency2. Personality

PARTNERSHIP V AGENCYPARTNERSHIP V JOINT ADVENTURE/ JOINT ACCOUNTSPARTNERSHIP V SYNDICATE

CAPACITY TO BECOME A PARTNER1. Generally, person capacitated to enter into

contract relations may become a partner2. Unemancipated minor cannot contract without

the consent of his parents3. A married woman cannot contribute conjugal

funds without her husband’s consent4. A partnership can form another partnership5. A majority view is that a corporation cannot

become a partner o the grounds of public policy, otherwise people other than its officer, may be able to bind it

Sevilla v, CAA partnership presupposes generally a parityof standing between partners, in which each party has an equal proprietary interest in the capital or property contributed, and where each party exercises equal rights in the conduct of business.

Article 1768.

The partnership has a juridical personality separate and distinct from that of each of the partners, even in case of failure to comply with the requirements of article 1772, first paragraph.

(Article 1772. Every contract of partnership having a capital of three thousand pesos or more, in money or property, shall appear in a public instrument, which must be recorded in the Office of the Securities and Exchange Commission.)

The partnership in general can:1. Acquire and possess property of all kinds2. Incur obligations

3. Bring civil and criminal actions4. Be adjudged insolvent even if the individual

member are financially solvent

Unless he is personally sued, a partner has no right to make a separate appearance in court, if the partnership being sued in already represented.

If an association is not lawfully organized as a partnership, it possesses no legal personality therefore , it cannot sue as such.

One who enters into a contract with a “partnership” as such cannot when sued later on for recovery of the debt allege the lack of legal personality on the part of the firm, even if indeed it has no personality. (borrower as the case may be is in estoppel)

From the viewpoint of private international law, whether the partnership has juridical personality or not depends on its personal law. The personal law of the partnership is the law of the place where the partnership was recognized.

Article 1769.

In determining whether a partnership exists, these rules shall apply:

(1) Except as provided by article 1825, persons who are not partners as to each other are not partners as to third persons;

(2) Co-ownership or co-possession does not of itself establish a partnership, whether such-co-owners or co-possessors do or do not share any profits made by the use of the property;

(3) The sharing of gross returns does not of itself establish a partnership, whether or not the persons sharing them have a joint or common right or interest in any property from which the returns are derived;

(4) The receipt by a person of a share of the profits of a business is prima facie evidence that he is a partner in the business, but no such inference shall be drawn if such profits were received in payment:

(a) As a debt by installments or otherwise;

(b) As wages of an employee or rent to a landlord;

(c) As an annuity to a widow or representative of a deceased partner;

(d) As interest on a loan, though the amount of payment vary with the profits of the business;

(e) As the consideration for the sale of a goodwill of a business or other property by installments or otherwise.

PROOF NEEDED TO ESTABLISH A PARTNERSHIP

No definite criterion can be set up except that all the characteristics of the contract must be proved as being present.

Article 1770.

A partnership must have a lawful object or purpose, and must be established for the common benefit or interest of the partners.

When an unlawful partnership is dissolved by a judicial decree, the profits shall be confiscated in favor of the State, without prejudice to the provisions of the Penal Code governing the confiscation of the instruments and effects of a crime.

Unlawful object- void ab initio

Article 1771.

A partnership may be constituted in any form, except where immovable property or real rights are contributed thereto, in which case a public instrument shall be necessary.

(Article 1357. If the law requires a document or other special form, as in the acts and contracts enumerated in the following article, the contracting parties may compel each other to observe that form, once the contract has been perfected. This right may be exercised simultaneously with the action upon the contract.

Article 1358. The following must appear in a public document:

(1) Acts and contracts which have for their object the creation, transmission, modification or extinguishment of real rights over immovable property; sales of real property or of an interest therein are governed by articles 1403, No. 2, and 1405;

(2) The cession, repudiation or renunciation of hereditary rights or of those of the conjugal partnership of gains;

(3) The power to administer property, or any other power which has for its object an act appearing or which should appear in a public document, or should prejudice a third person;

(4) The cession of actions or rights proceeding from an act appearing in a public document.

All other contracts where the amount involved exceeds five hundred pesos must appear in writing, even a private one. But sales of goods, chattels or things in action are governed by articles, 1403, No. 2 and 1405.)

(Article 1403. The following contracts are unenforceable, unless they are ratified:

(1) Those entered into in the name of another person by one who has been given no authority or legal representation, or who has acted beyond his powers;

(2) Those that do not comply with the Statute of Frauds as set forth in this number. In the following cases an agreement hereafter made shall be unenforceable by action, unless the same, or some note or memorandum, thereof, be in writing, and subscribed by the party charged, or by his agent; evidence, therefore, of the agreement cannot be received without the writing, or a secondary evidence of its contents:

(a) An agreement that by its terms is not to be performed within a year from the making thereof;

(b) A special promise to answer for the debt, default, or miscarriage of another;

(c) An agreement made in consideration of marriage, other than a mutual promise to marry;

(d) An agreement for the sale of goods, chattels or things in action, at a price not less than five hundred pesos, unless the buyer accept and receive part of such goods and chattels, or the evidences, or some of them, of such things in action or pay at the time some part of the purchase money; but when a sale is made by auction and entry is made by the auctioneer in his sales book, at the time of the sale, of the amount and kind of property sold, terms of sale, price, names of the purchasers and person on whose account the sale is made, it is a sufficient memorandum;

(e) An agreement for the leasing for a longer period than one year, or for the sale of real property or of an interest therein;

( f ) A representation as to the credit of a third person.

(3) Those where both parties are incapable of giving consent to a contract.

Article 1405. Contracts infringing the Statute of Frauds, referred to in No. 2 of article 1403, are ratified by the failure to object to the presentation of oral evidence to

prove the same, or by the acceptance of benefit under them.)

Article 1772.

Every contract of partnership having a capital of three thousand pesos or more, in money or property, shall appear in a public instrument, which must be recorded in the Office of the Securities and Exchange Commission.

EFFECT OF NON-REGISTRATION- - partnership is still a valid one, and therefore

has legal personality- if registration is needed or desired, any of the

partners of a valid partnership can compel he others to execute the needed public instrument and subsequently cause its registration

Article 1773.

A contract of partnership is void, whenever immovable property is contributed thereto, if an inventory of said property is not made, signed by the parties, and attached to the public instrument.

REQUIREMENT WHERE IMMOVABLEPROPERTY IS CONTRIBUTED

1. there must be a public instrument regarding the partnership

2. the inventory of the realty must be made, signed by the parties, and attached to the public instrument

The transfer of the land to the partnership must be duly recoded in the Registry of Property to make the transfer effective insofar as the third person is concerned.

Article 1774.

Any immovable property or an interest therein may be acquired in the partnership name. Title so acquired can be conveyed only in the partnership name.

SAME CAN APPLY ALSO TO PERSONALTY.

ALIENS CANNOT OWN LANDS, WHETHER PUBLIC OR PRIVATE, EXCEPT THROUGH HEREDITAY SUCCESSION.

LIMITATION IN ACQUISITION:A partnership cannot:1. acquire, lease or hold public agriculutural lands

in excess of 1024 hectares2. lease public lands adapted for grazing in excess

of 2000 hectares

Article 1775.

Associations and societies, whose articles are kept secret among the members, and wherein any one of the members may contract in his own name with third persons, shall have no juridical personality, and shall be governed by the provisions relating to co-ownership.

Article 1776.

As to its object, a partnership is either universal or particular.

As regards the liability of the partners, a partnership may be general or limited.

Article 1777.

A universal partnership may refer to all the present property or to all the profits.

Article 1778.

A partnership of all present property is that in which the partners contribute all the property which actually belongs to them to a common fund, with the intention of dividing the same among themselves, as well as all the profits which they may acquire therewith.

Article 1779.

In a universal partnership of all present property, the property which belonged to each of the partners at the time of the constitution of the partnership, becomes the common property of all the partners, as well as all the profits which they may acquire therewith.

A stipulation for the common enjoyment of any other profits may also be made; but the property which the partners may acquire subsequently by inheritance, legacy, or donation cannot be included in such stipulation, except the fruits thereof.

Article 1780.

A universal partnership of profits comprises all that the partners may acquire by their industry or work during the existence of the partnership.

Movable or immovable property which each of the partners may possess at the time of the celebration of the contract shall continue to pertain exclusively to each, only the usufruct passing to the partnership.

DISTINCTION BEWEEN THE TWO KINDS OF UNIVERSAL PARTNERSHIP

ALL PROFITS ALL PRESENT PROPERTY

Only the usufruct of the properties of the partners becomes COMMON PROPERTY (owned by them and the partnership); naked ownership is retained by each of the partners

All the property actually belonging to the partners are CONTRIBUTED – and said properties become COMMON PROPERTY (owned by all the partners and by the partnership

All profits acquired by the industry or work of the partners become common property (regardless of whether or not said profits were obtained through the usufruct contributed)

As a rule aside from the contributed properties only the profits of said contributed COMMON PROPERTY (not other profits)

REASONS WHY FUTURE PROPERTIES CANNOTBE MADE:

1. contracts regarding successional rights cannot be made

2. a partnership demands that the contributed things be determinate, known and certain

3. universal partnership of all present properties really implies a donation, and it is well known that generally future property cannot be donated

Article 1781.

Articles of universal partnership, entered into without specification of its nature, only constitute a universal partnership of profits.

Article 1782.

Persons who are prohibited from giving each other any donation or advantage cannot enter into universal partnership.

PERSONS WHO TOGETHER CANNOT FORM A PARTNERSHIP

1. husband and wife (spouses however can enter into particular partnership and be members therof)

2. those guilty of the crime of concubinage and adultery

3. those guilty of the same criminal offense, if the partnership was entered into in consideration of the same

A partnership violating this article is null and void. No legal personality is acquired.

Article 1783.

A particular partnership has for its object determinate things, their use or fruits, or a specific undertaking, or the exercise of a profession or vocation.

OBJECTOF PARTICULAR PARTNERSHIP

1. determinate things2. their use or fruits3. specific undertaking4. exercise of profession or vocation

CHAPTER 2OBLIGATIONS OF THE PARTNERS

SECTION 1OBLIGATIONS OF THE PARTNERS AMONG

THEMSELVES

SOME OBLIGATIONS OF A PARTNER1. to give his contribution2. not to convert firm money or property for his

own use3. not to engage in unfair competition with his

own firm4. to account for and hold as trustee unauthorized

personal profits5. pay for damages caused by his fault6. duty to credit to the firm payment made by a

debtor who owes him and the firm7. to share with the other partners the share of

the partnership credit which he has received from and insolvent debtor

SOME RIGHTS OF A PARTNER1. property rights

a. rights in specific partnership propertyb. interest in the partnershipc. right to participate in the management

2. right to associate with another person in his share

3. right to inspect and copy partnership books4. right to command formal account5. right to ask for the dissolution of the firm at the

proper time

Article 1784.

A partnership begins from the moment of the execution of the contract, unless it is otherwise stipulated.

Article 1785.

When a partnership for a fixed term or particular undertaking is continued after the termination of such term or particular undertaking without any express

agreement, the rights and duties of the partners remain the same as they were at such termination, so far as is consistent with a partnership at will.

A continuation of the business by the partners or such of them as habitually acted therein during the term, without any settlement or liquidation of the partnership affairs, is prima facie evidence of a continuation of the partnership.Article 1786.

Every partner is a debtor of the partnership for whatever he may have promised to contribute thereto.

He shall also be bound for warranty in case of eviction with regard to specific and determinate things which he may have contributed to the partnership, in the same cases and in the same manner as the vendor is bound with respect to the vendee. He shall also be liable for the fruits thereof from the time they should have been delivered, without the need of any demand.

3 IMPORTANT DUTIES OF A PARTNER1. to contribute what he had promised2. to warrant against eviction3. to deliver the fruits of what should have been

delivered

THERE IS EVICTION WHENEVER by final judgement based on a right prior to the sale or an act imputable to the partner, the partnership is deprived of the whole or the part of the thing purchased

Article 1787.

When the capital or a part thereof which a partner is bound to contribute consists of goods, their appraisal must be made in the manner prescribed in the contract of partnership, and in the absence of stipulation, it shall be made by experts chosen by the partners, and according to current prices, the subsequent changes thereof being for account of the partnership.

Article 1788.

A partner who has undertaken to contribute a sum of money and fails to do so becomes a debtor for the interest and damages from the time he should have complied with his obligation.

The same rule applies to any amount he may have taken from the partnership coffers, and his liability shall begin from the time he converted the amount to his own use.

Article 1789.

An industrial partner cannot engage in business for himself, unless the partnership expressly permits him to do so; and if he should do so, the capitalist partners may either exclude him from the firm or avail themselves of the benefits which he may have obtained in violation of this provision, with a right to damages in either case.

Article 1790.

Unless there is a stipulation to the contrary, the partners shall contribute equal shares to the capital of the partnership.

Article 1791.

If there is no agreement to the contrary, in case of an imminent loss of the business of the partnership, any partner who refuses to contribute an additional share to the capital, except an industrial partner, to save the venture, shall he obliged to sell his interest to the other partners.

WHEN A CAPITALIST IS OBLIGED TO SELL HIS INTEREST IN THE PARTNERSHIP1. if there is an imminent loss of the business of the partnership,2. he refuses to contribute an additional share to the capital,3. and provided further that there is no stipulation to the contrary

INDUSTRIAL PARTNER IS EXEMPTED.

Article 1792.

If a partner authorized to manage collects a demandable sum which was owed to him in his own name, from a person who owed the partnership another sum also demandable, the sum thus collected shall be applied to the two credits in proportion to their amounts, even though he may have given a receipt for his own credit only; but should he have given it for the account of the partnership credit, the amount shall be fully applied to the latter.

The provisions of this article are understood to be without prejudice to the right granted to the other debtor by article 1252, but only if the personal credit of the partner should be more onerous to him. (1684)

(Article 1252. He who has various debts of the same kind in favor of one and the same creditor, may declare at the time of making the payment, to which of them the same must be applied. Unless the parties so stipulate, or when the application of payment is made by the party for whose benefit the term has been constituted, application shall not be made as to debts which are not yet due.

If the debtor accepts from the creditor a receipt in which an application of the payment is made, the former cannot complain of the same, unless there is a cause for invalidating the contract. (1172a))

REQUISITES FOR THIS ARTICLE TO APPLY1. there must be 2 debts2. both sums are demandable3. the collecting partner is the managing partner

DOES NOT APPLY IF THE PARTNER COLLECTING IS NOT A MANAGING PARTNER.

Article 1793.

A partner who has received, in whole or in part, his share of a partnership credit, when the other partners have not collected theirs, shall be obliged, if the debtor should thereafter become insolvent, to bring to the partnership capital what he received even though he may have given receipt for his share only. (1685a)

COMPARISONArt 1792 Art 1793

Two debts One debt only (firm credit)Applies only to managing partner

Applies to any partner

Article 1794.

Every partner is responsible to the partnership for damages suffered by it through his fault, and he cannot compensate them with the profits and benefits which he may have earned for the partnership by his industry. However, the courts may equitably lessen this responsibility if through the partner's extraordinary efforts in other activities of the partnership, unusual profits have been realized. (1686a)

BEFORE A PARTNER SUES ANOTHER for alleged fraudulent management and resultant damages in liquidation must first be effected to know the extent of the damage.

If a negligent partner is already dead, suit for recovery may be had against his estate.

Article 1795.

The risk of specific and determinate things, which are not fungible, contributed to the partnership so that only their use and fruits may be for the common benefit, shall be borne by the partner who owns them.

If the things contribute are fungible, or cannot be kept without deteriorating, or if they were contributed to be sold, the risk shall be borne by the partnership. In the absence of stipulation, the risk of the things brought and appraised in the inventory, shall also be borne by the partnership, and in such case the claim shall be limited to the value at which they were appraised. (1687)

Article 1796.

The partnership shall be responsible to every partner for the amounts he may have disbursed on behalf of

the partnership and for the corresponding interest, from the time the expense are made; it shall also answer to each partner for the obligations he may have contracted in good faith in the interest of the partnership business, and for risks in consequence of its management. (1688a)

A PARTNER WHO ADVENCES FUNDS from his own pocket for taxes on the partnership land, must be reimbursed the same from the partnership assets. If the firm is insolvent, the other partners must reimburse the paying partner except for the latter’s proportionate share in the taxes.

Article 1797.

The losses and profits shall be distributed in conformity with the agreement. If only the share of each partner in the profits has been agreed upon, the share of each in the losses shall be in the same proportion.

In the absence of stipulation, the share of each partner in the profits and losses shall be in proportion to what he may have contributed, but the industrial partner shall not be liable for the losses. As for the profits, the industrial partner shall receive such share as may be just and equitable under the circumstances. If besides his services he has contributed capital, he shall also receive a share in the profits in proportion to his capital. (1689a)

HOW PROFITS ARE DISTRIBUTED1. according to agreement2. if none, according to the amount of contribution

HOW LOSSES ARE DISTRIBUTED1. according to agreement as to losses2. if none, according to agreement as to profits3. if none, according to the amount of contribution

INDUSTRIAL PARTNER’S PROFIT- just and equitable share

INDUSTRIAL PARTNER’S LOSSES- while he may be held liable by third persons,

still he can recover whatever he is made to give them, from the other partners, for he is EXEMPTED FROM LOSSES, with or without stipulation

Article 1798.

If the partners have agreed to intrust to a third person the designation of the share of each one in the profits and losses, such designation may be impugned only when it is manifestly inequitable. In no case may a partner who has begun to execute the decision of the

third person, or who has not impugned the same within a period of three months from the time he had knowledge thereof, complain of such decision.

The designation of losses and profits cannot be intrusted to one of the partners. (1690)

Article 1799.

A stipulation which excludes one or more partners from any share in the profits or losses is void. (1691)

ONE EXCEPTION IS IN THE CASE of the industrial partner whom the law itself excludes from loses

Article 1800.

The partner who has been appointed manager in the articles of partnership may execute all acts of administration despite the opposition of his partners, unless he should act in bad faith; and his power is irrevocable without just or lawful cause. The vote of the partners representing the controlling interest shall be necessary for such revocation of power.

A power granted after the partnership has been constituted may be revoked at any time. (1692a)

2 MODES OF APPOINTMENT OF MANAGER1. appointment in the articles of the partnership2. appointment made in an instrument other than the articles of the partnership

- power under this may be revoked at any time, with or without just cause

Article 1801.

If two or more partners have been intrusted with the management of the partnership without specification of their respective duties, or without a stipulation that one of them shall not act without the consent of all the others, each one may separately execute all acts of administration, but if any of them should oppose the acts of the others, the decision of the majority shall prevail. In case of a tie, the matter shall be decided by the partners owning the controlling interest. (1693a)

Article 1802.

In case it should have been stipulated that none of the managing partners shall act without the consent of the others, the concurrence of all shall be necessary for the validity of the acts, and the absence or disability of any one of them cannot be alleged, unless there is imminent danger of grave or irreparable injury to the partnership. (1694)

Article 1803.

When the manner of management has not been agreed upon, the following rules shall be observed:

(1) All the partners shall be considered agents and whatever any one of them may do alone shall bind the partnership, without prejudice to the provisions of article 1801.

(2) None of the partners may, without the consent of the others, make any important alteration in the immovable property of the partnership, even if it may be useful to the partnership. But if the refusal of consent by the other partners is manifestly prejudicial to the interest of the partnership, the court's intervention may be sought. (1695a)

‘ALTERATION’ contemplates useful expenses, not necessary ones.

Article 1804.

Every partner may associate another person with him in his share, but the associate shall not be admitted into the partnership without the consent of all the other partners, even if the partner having an associate should be a manager. (1696)

Article 1805.

The partnership books shall be kept, subject to any agreement between the partners, at the principal place of business of the partnership, and every partner shall at any reasonable hour have access to and may inspect and copy any of them. (n)

THE ARTICLE PRESUPPOSES A “going partnership,” not one pending for dissolution, for here the right depends on the court’s discretion; nor to one dissolved, for here although the books belong to all the partners, still no single partner is duty bound to continue the place of business for the benefit of the others.

Article 1806.

Partners shall render on demand true and full information of all things affecting the partnership to any partner or the legal representative of any deceased partner or of any partner under legal disability. (n)

Article 1807.

Every partner must account to the partnership for any benefit, and hold as trustee for it any profits derived by him without the consent of the other partners from any

transaction connected with the formation, conduct, or liquidation of the partnership or from any use by him of its property. (n)

Article 1808.

The capitalist partners cannot engage for their own account in any operation which is of the kind of business in which the partnership is engaged, unless there is a stipulation to the contrary.

Any capitalist partner violating this prohibition shall bring to the common funds any profits accruing to him from his transactions, and shall personally bear all the losses. (n)

INSTANCES WHEN THERE IS NO PROHIBITION1. when it id expressly stipulated that the capitalist

partner can so engagehimself2. when the other partners expressly allow him to

do so3. when the other partners impliedly allowed him

to do so4. when the company ceases to be engaged in

business5. when the general- capitalist partner becomes

merely a limited partner in a competitive enterprise for after all, a limited partner does not manage

Article 1809.

Any partner shall have the right to a formal account as to partnership affairs:

(1) If he is wrongfully excluded from the partnership business or possession of its property by his co-partners;

(2) If the right exists under the terms of any agreement;

(3) As provided by article 1807;

(4) Whenever other circumstances render it just and reasonable. (n)

SECTION 2Property Rights of a Partner

Article 1810.

The property rights of a partner are:

(1) His rights in specific partnership property;

(2) His interest in the partnership; and

(3) His right to participate in the management (n)

Article 1811.

A partner is co-owner with his partners of specific partnership property.

The incidents of this co-ownership are such that:

(1) A partner, subject to the provisions of this Title and to any agreement between the partners, has an equal right with his partners to possess specific partnership property for partnership purposes; but he has no right to possess such property for any other purpose without the consent of his partners;

(2) A partner's right in specific partnership property is not assignable except in connection with the assignment of rights of all the partners in the same property;

(3) A partner's right in specific partnership property is not subject to attachment or execution, except on a claim against the partnership. When partnership property is attached for a partnership debt the partners, or any of them, or the representatives of a deceased partner, cannot claim any right under the homestead or exemption laws;

(4) A partner's right in specific partnership property is not subject to legal support under article 291. (n)

IF THIS RULE IS VIOLATED, the assignment is VOID.

Article 1812.

A partner's interest in the partnership is his share of the profits and surplus. (n)

Article 1813.

A conveyance by a partner of his whole interest in the partnership does not of itself dissolve the partnership, or, as against the other partners in the absence of agreement, entitle the assignee, during the continuance of the partnership, to interfere in the management or administration of the partnership business or affairs, or to require any information or account of partnership transactions, or to inspect the partnership books; but it merely entitles the assignee to receive in accordance with his contract the profits to which the assigning partner would otherwise be entitled. However, in case of fraud in the management of the partnership, the assignee may avail himself of the usual remedies.

In case of a dissolution of the partnership, the assignee is entitled to receive his assignor's interest and may

require an account from the date only of the last account agreed to by all the partners. (n)

EFFECT OF CONVEYANCE BY PARTNER OF HIS INTEREST IN THE PARTNERSHIP

a. if a partner conveys his WHOLE interest in the partnership, either may happen:

1. partnership will remain2. partnership may be dissolved

b. the assignee does not become a partner, assignor is still the partner with the right to demand, accounting, and settlement

c. the assignee cannot even interfere in the management or administration of the partnership business or affairs

d. the assignee cannot also demand:1. information;2. accounting;3. inspection of the partnership books.

RIGHTS OF THE ASSIGNEE1. to get whatever profits the assignor- partner would

have obtained2. to avail himself of the usual remedies in case of

fraud in the management3. to ask for annulment of the contract of assignment if

he was induced to enter into it thru any of the vices of consent or if he himself was incapacitated to give consent

4. to demand accounting

Article 1814.

Without prejudice to the preferred rights of partnership creditors under article 1827, on due application to a competent court by any judgment creditor of a partner, the court which entered the judgment, or any other court, may charge the interest of the debtor partner with payment of the unsatisfied amount of such judgment debt with interest thereon; and may then or later appoint a receiver of his share of the profits, and of any other money due or to fall due to him in respect of the partnership, and make all other orders, directions, accounts and inquiries which the debtor partner might have made, or which the circumstances of the case may require.

The interest charged may be redeemed at any time before foreclosure, or in case of a sale being directed by the court, may be purchased without thereby causing a dissolution:

(1) With separate property, by any one or more of the partners; or

(2) With partnership property, by any one or more of the partners with the consent of all the partners whose interests are not so charged or sold.

Nothing in this Title shall be held to deprive a partner of his right, if any, under the exemption laws, as regards his interest in the partnership. (n)

(Article 1827. The creditors of the partnership shall be preferred to those of each partner as regards the partnership property. Without prejudice to this right, the private creditors of each partner may ask the attachment and public sale of the share of the latter in the partnership assets. (n))

SECTION 3Obligations of the Partners with Regard to

Third Persons

Article 1815.

Every partnership shall operate under a firm name, which may or may not include the name of one or more of the partners.

Those who, not being members of the partnership, include their names in the firm name, shall be subject to the liability of a partner. (n)

Article 1816.

All partners, including industrial ones, shall be liable pro rata with all their property and after all the partnership assets have been exhausted, for the contracts which may be entered into in the name and for the account of the partnership, under its signature and by a person authorized to act for the partnership. However, any partner may enter into a separate obligation to perform a partnership contract. (n)

Article 1817.

Any stipulation against the liability laid down in the preceding article shall be void, except as among the partners. (n)

Article 1818.

Every partner is an agent of the partnership for the purpose of its business, and the act of every partner, including the execution in the partnership name of any instrument, for apparently carrying on in the usual way

the business of the partnership of which he is a member binds the partnership, unless the partner so acting has in fact no authority to act for the partnership in the particular matter, and the person with whom he is dealing has knowledge of the fact that he has no such authority.

An act of a partner which is not apparently for the carrying on of business of the partnership in the usual way does not bind the partnership unless authorized by the other partners.

Except when authorized by the other partners or unless they have abandoned the business, one or more but less than all the partners have no authority to:

(1) Assign the partnership property in trust for creditors or on the assignee's promise to pay the debts of the partnership;

(2) Dispose of the good-will of the business;

(3) Do any other act which would make it impossible to carry on the ordinary business of a partnership;

(4) Confess a judgment;

(5) Enter into a compromise concerning a partnership claim or liability;

(6) Submit a partnership claim or liability to arbitration;

(7) Renounce a claim of the partnership.

No act of a partner in contravention of a restriction on authority shall bind the partnership to persons having knowledge of the restriction. (n)

WHEN CAN A PARTNER BIND THE PARTNERSHIPREQUISITES:1. when he is expressly authorized or impliedly

authorized2. when he acts in behalf and in the name of the

partnershipInstances of implied authorization:

a. when the other partners do not object, although they have knowledge of the act;

b. when the act is for “apparently carrying on in the usual way the business of the partnership.” ( This is binding upon the firm even if the partner was not authorized, provided that the third party is in good faith.)

WHEN WILL THE ACT OF THE PARTNER NOT BIND THE PARTNERSHIP1. when although for “apparently carrying on in the

usual way the business of the partnership,” still the

party has in fact NO AUTHORITY, and the 3rd party knows that the partner has no authority.

2. when the act in not for “apparently carrying on in the usual way the business of the partnership,” and the partner has no authority. (Here, whether or not the 3rd party knows of the lack of authority is not important. As long as there was really no authority, the firm is not bound.)

Article 1819.

Where title to real property is in the partnership name, any partner may convey title to such property by a conveyance executed in the partnership name; but the partnership may recover such property unless the partner's act binds the partnership under the provisions of the first paragraph of article 1818, or unless such property has been conveyed by the grantee or a person claiming through such grantee to a holder for value without knowledge that the partner, in making the conveyance, has exceeded his authority.

Where title to real property is in the name of the partnership, a conveyance executed by a partner, in his own name, passes the equitable interest of the partnership, provided the act is one within the authority of the partner under the provisions of the first paragraph of article 1818.

Where title to real property is in the name of one or more but not all the partners, and the record does not disclose the right of the partnership, the partners in whose name the title stands may convey title to such property, but the partnership may recover such property if the partners' act does not bind the partnership under the provisions of the first paragraph of article 1818, unless the purchaser or his assignee, is a holder for value, without knowledge.

Where the title to real property is in the name of one or more or all the partners, or in a third person in trust for the partnership, a conveyance executed by a partner in the partnership name, or in his own name, passes the equitable interest of the partnership, provided the act is one within the authority of the partner under the provisions of the first paragraph of article 1818.

Where the title to real property is in the name of all the partners a conveyance executed by all the partners passes all their rights in such property. (n)

Article 1820.

An admission or representation made by any partner concerning partnership affairs within the scope of his authority in accordance with this Title is evidence against the partnership. (n)

RESTRICTIONS ON THE RULE:1. an admission made before dissolution are binding

only when the partner has authority to act on the particular matter

2. admissions made after dissolution are binding only if the admissions were necessary to wind up the business.

WHEN IS A PREVIOUS ADMISSION OF A PARTNER ADMISSIBLE IN EVIDENCE AGAINST THE PARTNERSHIP?

- When it was made within the scope of the partnership, and during its existence, provided of course that the existence of the partnership is first proved by evidence other than such act or declaration