Essential features of partnerships.

1. There must be a valid contract;

2. The parties must have legal capacity to enter into the contract;
3. There must be a mutual contribution of money, property, or
industry to a common fund;
4. The object must be lawful; and
5. The purpose or primary purpose must be to obtain profits and
to divide the same among the parties
Article 1818
of agency.
Article 1775

A partnership contract, in its essence, is a contract

It is also required that the articles of partnership must not

be kept secret
among the members; otherwise, the association shall
have no legal personality and shall be governed by the provisions of the Civil
Code relating to co-ownership.

Existence of a valid contract

1. A form of voluntary and personal association
No one can become a member of the partnership association
without the
consent of all the other associates.
2. Creation and proof of existence
- Terms of the association is embody in a written document known
as Articles of Partnership; a person cannot enter into a contract of
partnership solely with himself; there must be at least two
competent parties.
3. Other forms of association excluded
- Partnerships excludes all other associations which do not have
their origin in a contract, express or implied
- No partnership is created by law or by operation or
implication of law.
Ex: Religious societies, conjugal or community partnership
Limited partnership cannot be created by mere voluntary agreement
alone as
distinguished
to
general
partnership.

Legal capacity of parties to enter into the contract

1. General rule: any person may be a partner who is capable under
the law of
entering into contractual relations. Consequently,
any person who cannot
legally give consent to a contract
cannot be a partner.
The following cannot give their consent to a contract of partnership:
a) Unemancipated minors

b) Insane or demented persons

c) Deaf-mutes who do not know how to write
d) Persons who are suffering from civil interdiction
e) Incompetents who are under guardianship
2. Exceptions: Article 1782, persons who are prohibited from giving
each other
any donation or advantage cannot
enter into a universal partnership.
Ex: A married woman may enter into a contract of
partnership even
without her husbands consent,
but the latter may object under certain
conditions.
3. Capacity of partnership/corporation to be a partner
Corporation-without capacity or power to enter into a contract of
partnership
Partnership-a corporation would be bound by the acts of persons
who are not
its duly appointed and authorized officers and
agents