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Lecture: 7 March 2015
PARTNERSHIP
1.
Unless all the partners give their consent, one of the partners or all
of them have no authority to do the acts provided in art 1818.
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.
c.
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)
(1)
Where one partner acting within the scope of his apparent authority
receives money or property of a third person and misapplies it; and
(2)
I.
7.
Dissolution
For dissolution of the partnership. The final stage of a partnership
consists of the dissolution, winding up of the partnership and the
actual termination.
a.
Take note that the partnership has a relationship with third parties
dealing with the partnership and among themselves.
(a)
(b)
The liability of a partner under the first paragraph, No. 2, shall be satisfied out of
partnership assets alone when such partner had been prior to dissolution:
For those acts which are necessary for the winding up of the
affairs of the company
Article 1834. After dissolution, a partner can bind the partnership, except as
provided in the third paragraph of this article:
(1)
(2)
(1)
Unknown as a partner to the person with whom the contract is made; and
(2)
(1)
(2)
(3)
(a)
(b)
Nothing in this article shall affect the liability under article 1825 of any person who
i.
12. Just take note of the different rules governing dissolution, the
different liabilities of the partners because it would depend on the
grounds of the dissolution. Partnership may be dissolved even
without violation of the agreement, like for example:
a.
a.
c.
f.
g.
e.
II.
iii. If the case does not fall any of the exceptions, and a
limited partners name appears in the partnership
name, the limited partner can be held liable as if he
is a general partner of the company.
c.
16. Limited partner has also the same rights as that of a general partner
with respect to:
a.
c.
AGENCY
I.
DEFINITION
Article 1868. By the contract of agency a person binds himself to render some
service or to do something in representation or on behalf of another, with the
consent or authority of the latter. (1709a)
(1)
(2)
i. Oral or in writing
ii. Express and tacit
(1) Express
(2) Tacit in case of inaction, knowing that
a.
(1)
(2)
(3)
(4)
(5)
(6)
(7)
To loan or borrow money, unless the latter act be urgent and indispensable
for the preservation of the things which are under administration;
(8)
To lease any real property to another person for more than one year;
(9)
(10)
(11)
(12)
(13)
(14)
(15)
26. Take note of the list. We have in our cases sales and loan.
a.
II.
SCOPE OF AUTHORITY
32. Weve mentioned under 1883, if an agent acts in his own name,
meaning he does not make any representation that he is action on
behalf of a principal, there is no agency.
a.
iv. The amount was too much for any court to believe.
At the time the president spoke to Pena, the
president was already in a position where he would
simply say yes because after purchasing P250M, he
is faced with the possibility of not having the
possession of the property. furthermore, Pena had
contradicting statements.
c.
III.
EXTINGUISHMENT
Article 1927. An agency cannot be revoked if a bilateral contract depends upon it,
or if it is the means of fulfilling an obligation already contracted, or if a partner is
appointed manager of a partnership in the contract of partnership and his removal
from the management is unjustifiable. (n)
COMPROMISE
Article 2035. No compromise upon the following questions shall be valid:
(1)
(6)
Future legitime.
Article 2037. A compromise has upon the parties the effect and authority of res
judicata; but there shall be no execution except in compliance with a judicial
compromise. (1816)
Article 2041. If one of the parties fails or refuses to abide by the compromise, the
other party may either enforce the compromise or regard it as rescinded and insist
upon his original demand. (n)
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