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PARTNERSHIP

1.CONCEPT (Arts. 1767-1783)

a.) Definition
Art. 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.

Characteristic elements of partnership


The contract of partnership is:
(1) Consensual, because it is serfected by mere consent, that is. Upon the
express or implied agreement of two (2) or more persons;
(2) Nominate, because it has a special name or designation in our law;
(3) Bilateral, because it is entered into by two or more persons and the rights and
obligations arising therefrom are always reciprocal;
(4) Onerous, because each of the parties aspires to procure for himself a benefit
through the giving of something;
(5) Commutative, because the undertaking of each of the partners is considered
as the equivalent of that of the others;
(6) Principal, because it does not depend for its existence or validity upon some
other contracts; and
(7) Preparatory, because it is entered into as a means to an end, i.e., to engage
in business or specific venture for the realization of profits with the view of
dividing them among the contracting parties.

b.) Essential Features of Partnership


The following are the essential features of a partnership contract:
(1) There must be a valid contract;
(2) The parties (two [2] or more persons) 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 primary purpose must be to carry on a business for profits and to divide
the same among the parties.

Relationships created

(1) Partnership relation is fundamentally contractual.


Partnership relation is a voluntary relation created by agreement of the parties. It
excludes from its concept all other associations which do not have their origin in
a contract, express or implied.

Articles of partnership A written document embodying the terms of the


association.

(2) Partnership relation fiduciary in nature.

It involves trust and confidence between the partners.

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