Escolar Documentos
Profissional Documentos
Cultura Documentos
Partnership Reviewer: University of The Philippines
Partnership Reviewer: University of The Philippines
PARTNE R S H I P REVIEWER
Univ e r s i t y of The Philip p i n e s
PART NE R S H I P
it is a CONTRACT wher e b y two or more perso n s (1) bind the m s elv e s to
CONTRIBUTE money, prop e r t y, or indust ry to a COMMO N FUND (2) with the
inte ntio n of dividing the PROFITS amon g the m s elv e s or in orde r to EXERCISE a
PROFES SIO N
BUSI N E S S TRUST S
whe n cert ai n perso n s entr u s t their prop e r t y or money to othe r s who will
man a g e the sam e for the form e r
a par t n e r shar e s not only in profits but also in the losses of the firm
RULE:
the part n e r s h i p has a PERSO NALITY SEPARATE and DISTINCT from that
of each par t n e r
2
1. perso n s who are not part n e r s to eac h othe r are not part n e r s as to third
perso n s
EXCEPTION:
PARTNER S HIP BY ESTOPPEL
2. CO- OWNERS HIP of a prope r t y does not itself est a blish a part n e r s h i p, even
thou g h the co- owne r s shar e in the profits derive d from the incide n t of joint
owne r s hi p
4. the rec eip t of the shar e in the profits is a stron g pres u m p t i v e evide nc e of
part n e r s h i p HOWEVER, no such infere n c e will be draw n if such profits wer e
receive d in paym e n t
A) as a DEBT by installm e n t s or othe r wi s e
B) as WAGES of an employe e
C) as RENT to a landlor d
D) as an ANNUITY to a widow or rep r e s e n t a t i v e of a dec e a s e d part n e r
E) as INTEREST on a LOAN, thou g h the amou n t of paym e n t vary with
the profits of the busine s s
F) as the CONSIDERATION for the sale of a GOOD WILL of a busin e s s or
othe r prop e r t y or othe r wi s e
cre dit or s are not par t n e r s , for their only inte r e s t in the sharin g of
profits is the rec eip t or paym e n t of their cre dit s
PART NE R S H I P BY ESTOPPEL
IF 2 perso n s not part n e r s repr e s e n t the m s e lve s as par t n e r s to stra n g e r s , a
par t n e r s h i p by estop p el resul t s
WHEN 2 perso n s, who are part n e r s , in conniva n c e with a friend who is not
a par t n e r infor m a str a n g e r that said friend is their part n e r , a par t n e r s h i p by
estop p e l also result to the end that the stra n g e r shoul d not be prejudi c e d
it must be within the com m e n c e of man, possible and not cont r a r y to law,
mor als, good custo m s, public orde r or public policy
one of the cause s for the dissolution of a part n e r s h i p is “ any eve nt which
mak e s it unlaw f ul for the busin e s s of the part n e rs hi p to be carried on”
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RULE :
when an UNLAWFUL PARTNER S HIP is dissolve d by a judicial dec r e e , the
PROFITS shall be CONFISCATED in FAVOR of the STATE
G. R.
a par t n e r s h i p may be constit u t e d in any form
EXCEPTIO N : PUBLIC INSTRU ME NT
1. IMMOVABLE PROPERTY is cont rib u t e d
2. REAL RIGHTS are cont ri b u t e d
* FAILURE TO COMPLY – shall not effect the liability of the part n e r s hi p and its
mem b e r s to third perso n s
RULE:
any immova bl e prope r t y or an inter e s t the r ei n maybe acqui r e d in the par t n e r s h i p
nam e
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IF the part n e r s h i p has ALIENS, it CANNOT OWN LANDS, whet h e r public or
privat e or whet h e r agric ult u r a l or com m e r c i al EXCEPT thro u g h HEREDITARY
SUCCES S IO N
LIMITATIO N S ON ACQUISITIO N
1. AGRICULTURAL LANDS – 1024 HECTARES
2. lease of public lands (GRAZING) – 2000 HAS.
2. DE FACTO PARTNERS HI P
H ) AS TO PUBLICITY
1. SECRET PARTNERS HI P
2. NOTORIOU S / OPEN PARTNERS HIP
I) AS TO PURPS E
1. COMMERCIAL / TRADING
2. PROFES SIO NAL / NON- TRADING
GENERAL PART NE R S H I P
one whe r e all the par t n e r s are gene r a l part n e r s
they are LIABLE even with resp e c t to their individu al prope r t i e s, afte r the asse t s
of the part n e r s h i p has bee n exha u s t e d
LIMITED PATNER S H I P
one whe r e at least one part n e r is a gene r al part n e r and the othe r s are limited
par t n e r s
one whose liability is limite d only up to the exte n t of his cont ri b u ti o n
a partn e r s hi p wher e all the part n e rs are limite d part n e rs cannot exist as a limit e d
partn e r s hi p
REFUS ED REGISTRATION
IF it contin uo u s as such, it will be conside r e d as a gene r a l part n e r s h i p and all
the part n e r s will be gen e r a l part n e r s
RULE :
articles of univer s al part n e r s h i p, ent e r e d without specification of its nat u r e , only
constit u t e a univer s a l part n e r s h i p of PROFITS
RULE:
perso n s who are prohibit e d from giving eac h othe r any dona tion or adva n t a g e
cannot ente r into univer s al part n e r s h i p
WHO :
1. HUSBAND and WIFE
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while spous e s canno t ent e r into a univer s a l par t n e r s h i p , they can ent e r into a
par tic ul a r part n e r s h i p or be me m b e r s ther e of
PARTICULAR PARTNE R S H I P
a par tic ul a r part n e r s h i p has for its OBJECT:
1. DETERNMI NATE THINGS – their use or fruits
2. SPECIFIC UNDERTAKING
3. EXERCISE of a PROFES SIO N or VOCATION
* even if cont ri b u t io n s have not yet bee n mad e the firm alre a d y exists, for
par t n e r s h i p is a conse n s u a l cont r a c t
PART NE R S H I P AT WILL
a par t n e r s h i p wher ei n its continu e d exist e n c e really depe n d s upon the will of the
par t n e r s or even on the will of any of the m
2 KIND S:
1. when the r e is no ter m, expr e s s or implied
2. when it is contin u e d by the habit u al man a g e r s althou g h the period has ende d
or the purpo s e has been accom plish e d
2. the fruits refe r r e d to are those arising from the time they shoul d have bee n
deliver e d , withou t a nee d of any dem a n d
3. IF the part n e r is in BAD FAITH, he is liable not only for the fruits actu ally
produ c e d , BUT also for those that could have bee n produ c e d
4. IF MONEY HAS BEEN PROMISED, INTEREST and DAMAGES from the time
he should have complie d with his obliga tion should be given
RULE:
a par t n e r who has unde r t a k e n to contri b u t e a sum of money and fails to do so
becom e s a debt o r for the inter e s t and dam a g e s from the time he should have
complie d with his obliga tion
CAPITALIST PARTNE R
one who FURNIS H E S CAPITAL
* NOT EXEMPTED from LOSSES
* he can enga g e in othe r busine s s PROVIDED the r e is no comp e ti tio n
betw e e n the par t n e r s h i p and his busine s s
* shar e in the profits accor di n g to agr e e m e n t s
GENERAL PART NE R
one who is liable “beyon d” the exten t of his cont ri b u ti o n
LIMITED PARTNE R
one who is liable “only” to the exte n t of his cont rib u ti o n
*** an indust rial part n e r can only be a gene r al part n e r , neve r a limited par t n e r
LIQUIDATI NG PART NE R
one who winds up or liquida t e s the affairs of the firm after it has been dissolve d
OSTE N S I B L E PART NE R
one whose conne c tio n with the firm is public and open
SECRET PARTNE R
one whose conne c tio n with the firm is conce al e d or kept secr e t
DORMA NT PARTN ER
one who is both a secr e t (hidde n) and silent (not man a gi n g) par t n e r
NO MI N AL PART NE R
one who is not really a part n e r BUT who may beco m e liable as such insofar as
third perso n s are conc e r n e d
RULE:
part n e r s shall CONTRIBUTE EQUAL SHARES to the capital of the part n e r s hi p
REQUI SITE S:
1. exist e n c e of at least 2 debt s ---- PARTNER S HIP
---- PARTNER
2. both sum s are dem a n d a b l e
3. the collectin g part n e r is the man a gi n g part n e r
RULE:
* wher e a part n e r receiv e s his share in the part n e rs hi p credit
CONDITIO N S :
1. a par t n e r has rec eive d his shar e in the par t n e r s h i p cre di t – in whole or in
part
2. the othe r part n e r s have not collect e d their part of the credit
3. the debt o r subs e q u e n t ly becom e s INSOLVENT
* DOES NOT APPLY when debt was collect e d after dissolution of the par t n e r s hi p
RULE :
* every part n e r is respo n si bl e to the part n e r s h i p for dam a g e s suffer e d by it
thro u g h his fault
* he canno t comp e n s a t e the m with the profits and ben efits, which he may
have earn e d for the part n e r s h i p by his indust r y
the PARTNER who OWNS it bea r s the loss for owne r s hi p was neve r
tra n sf e r r e d to the firm
2. FUNGIBLE or DETERIORABLE
FIRM bea r s the loss for it is evide n t owne r s hi p was tra nsf e r r e d
1. to REFUND amou n t s disbu r s e d on beh alf of the firm plus legal inter e s t from
the time expe n s e s whe r e mad e
* REFUND must be mad e even in case of failur e of the ent e r p r i s e ent e r e d into,
provide d the part n e r is not at fault
* AMOUNT DISBURSED – does not refer to the ORIGINAL CAPITAL
2. the agg ri ev e d part n e r has not IMPUGNED the distrib u tio n within 3 mont h s
he had knowle d g e
2. EXTENT of POWER
as long as he rem ai n s man a g e r , he can perfor m all acts of admini st r a t i o n
BUT – if othe r s oppose and he persi st s, he can be rem ov e d
SPECIFIC RULES :
1. each may sepa r a t e ly execu t e all acts of admi nist r a t i o n
UNLIMITED POWER to ADMINISTER
*RULE S to be ob s e r v e d wh e n th e m a n n e r of m a n a g e m e n t has no t be e n
agr e e d up o n:
1. all the part n e r s are consid e r e d AGENTS
what ev e r any one of the m may do alone shall not bind the part n e r s h i p
2. IF the acts of one are oppos e d by the rest, the majority shall prevail
3. when a par t n e r acts in his OWN NAME, he does not bind the par t n e r s h i p
4. aut ho ri ty to bind the firm does not apply if som e b o dy else has bee n given
aut ho ri ty to man a g e in the article s of orga niza tio n or throu g h som e othe r
mea n s
13
2. at any reaso n a b l e hour, every part n e r shall have acces s to and may inspe c t
and copy any of the m
RULE :
14
1. he has equ al right s with his part n e r s to POSS ES S the prope r t y BUT only for
PARTNERS HI P PURPOSE S
he may posse s s such prope r t y for othe r pur pos e s PROVIDED the othe r
par t n e r s expr e s sly or impliedly gives thei r CONSE NT
2. he CANNOT ASSIGN his right to the prop e r t y EXCEPT if all the othe r
par t n e r s assig n thei r right s in the sam e prop e r t y
RULE:
* a PARTNER S INTEREST in the part n e r s h i p is his SHARE of the PROFITS and
SURPLUS
IT CAN BE : [A, A, LS]
1. ASSIGNED
2. ATTACHED
3. be subjec t to LEGAL SUPPORT
*** while a part n e r s INTEREST in the firm may be CHARGED or LEVIED upon, his
INTEREST in a specific firm PROPERTY CANNOT be att a c h e d .
2. to avail hims elf of the usual rem e di e s in case of fraud in the man a g e m e n t
15
* when the CHARGING ORDER is applie d for and gra n t e d , the court may appoi nt a
rec eive r of the par t n e r s shar e in the profits
the receive r appoint e d is entitle d to any relief nec e s s a r y to conse rv e the
par t n e r s h i p asse t s for part n e r s h i p pur po s e s
* inter e s t char g e d may be red e e m e d at any time befor e foreclos u r e
2. with part n e r s hi p propert y , by any one or more part n e r s with the cons e n t of all the
par t n e r s whose inter e s t s are not so char g e d or sold
* cons e n t of the delinq u e n t part n e r not need e d
RULE:
every part n e r s h i p shall oper a t e unde r a FIRM NAME
* the firm nam e may or may not includ e the nam e of one or more of the part n e r s
** STRANGERS who include thei r nam e s in the firm are liable as part n e r s bec a u s e
of ESTOPPEL, BUT do NOT have the RIGHTS of part n e r s
** IF a LIMITED PARTNER includ e s his nam e in the firm na m e , he has obliga tion s
BUT not the right s of a gen e r a l part n e r
* unde r the law the liability of the part n e r s is subsidia ry and joint NOT princi p al
and solida ry
RULE:
* every part n e r is an “age n t” of the par t n e r s hi p for the purpo s e of its busine s s
G.R.- the act of every part n e r for app a r e n t ly car ryin g on in the USUAL WAY the
busine s s of the part n e r s h i p of which he is mem b e r binds the part n e r s h i p
EXCEPT:
1. if he has NO AUTHORITY and
2. the perso n with whom he was dealing with HAS KNOWLEDGE of the fact that he
has no such autho ri ty
RULE:
an act of a part n e r which is not appa r e n t ly for the carryin g on of busine s s of the
par t n e r s h i p in the usual way does not bind the part n e r s h i p UNLESS aut ho riz e d by
the othe r part n e r s
6. SUBMIT to ARBITRATION
7. RENOUN C E to CLAIM
2. wher e title is in the nam e of the partn e r s hi p and part n e r sold in his OW N
NA M E
3 . wher e title is in the nam e of one or more BUT not all the part n e rs
par t n e r s in whose nam e the title is nam e d MAY CONVEY BUT the
PARTNER S HI P may RECOVER such prope r t y IF done not in its USUAL
BUSINES S EXCEPT if he had tran sf e r r e d it to a Holde r for value
EQUITABLE INTERE S T
-BENEFICIAL INTEREST, BUT NOT NAKED OWNERS HIP
2. admi ssion s made AFTER DISSOLUTIO N are bindin g only if the admi ssion s
were nec e ss a r y to WIND UP the busine s s
3. an admissio n mad e by a form e r part n e r mad e afte r he has RETIRED from the
par t n e r s h i p is not evide n c e agains t the firm
* SERVICE of PLEADINGS on the part n e r in a law firm is also servic e on the whole
firm and the othe r part n e r s
LOSS OR INJURY
3. if the act or omission, altho u g h wrongful did not make the part n e r conce r n
liable
- DAMNUN ABSQUE INSURIA
4. if the wrongf ul act or omission was com mit t e d afte r the firm had bee n
dissolve d and the sam e was not in conne c t io n with the proc e s s of winding up.
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PART NE R S H I P BY ESTOPPEL
when all the mem b e r s of the existin g part n e r s h i p conse n t to such rep r e s e n t a t i o n
of a part n e r by estop p el
* whe n althou g h the r e is misr e p r e s e n t a t i o n, if the third par ty is not dec eive d, the
doct ri n e of estop p el does not apply
BURDE N of PROOF
the cre di tor or whoeve r alleg e s the exist e n c e of a par t n e r or part n e r s h i p by
estop p e l has the bur d e n of proving the exist e n c e of the MISREPR ES E N TATION
AND INNOCE NT RELIANCE on it
wi t h o u t pr e j u d i c e to thi s ri g h t
the privat e cre dit o r s of eac h par t n e r may ask the att ac h m e n t and public sale of
the shar e of the latt e r in the part n e r s hi p asse t s
**IF a part n e r sells his sha r e to a third party, BUT the firm itself still rem ai n s
SOLVENT, part n e r s h i p cre dit o r s CANNOT assail the validity of the sale by allegin g
that it is mad e in fraud of the m , since they have not really bee n preju dic e d
WIN DI N G UP
the proce s s settling busin e s s affairs after dissolution
TERMI NATIO N
the point in time afte r all the part n e r s h i p affairs have bee n woun d up
*EFFECT on OBLIGATIO N S
1. just bec a u s e a par t n e r s h i p is dissolve d this does not nece s s a r ily mea n that a
par t n e r can evade previou s obligatio n s ente r e d into by the part n e r s hi p
2. dissolution saves the form e r par t n e r s from new obligatio n s to which they
have not expr e s sly or impliedly conse n t e d UNLESS the sam e be esse n t i al for
windin g up
*** if the caus e is not justified or no caus e was given, the withd r a wi n g par t n e r is
liable for DAMAGES BUT in no case can he be comp elle d to rem ai n in the firm
* the insolve ncy nee d not be judicially decla r e d , it is enou g h that the asse t s be less
than the liabilities
* even if a part n e r has not yet been previously decla r e d insan e by the court,
dissolution may be aske d, as long as the insa nity is duly prove d in court
* in a suit for dissolution, the cour t may appoin t a RECEIVER at its discr e ti o n
* a dissolv e d partn e r s hi p still has the personality for the windin g up of its affairs
the firm is still allowe d to collect previously acqui r e d cre di ts
the firm is still boun d to pay of its debt s
RULE:
* the dissolution of the part n e r s h i p does not itself disch a r g e the “existin g liability”
of any part n e r
NEED for an AGREE M E N T BET W E E N
1. par t n e r conce r n e d
2. othe r part n e r s
3. credito r s
RULE :
* the INDIVIDUAL PROPERTY of a DECEASED PARTNER shall be liable for all
obliga tion s of the par t n e r s h i p incur r e d while he was a part n e r BUT subjec t to prior
paym e n t s of his sepa r a t e debt s
* IF ther e be a NOVATION of the OLD PARTNERS HIP DEBTS and such novation is
done after one of the par t n e r s has “reti re d ” and without the conse n t of such part n e r
said part n e r cannot be held liable by credito r s who made the novation with
knowle d g e of the firms dissolutio n
EXTRAJUDICIAL:
1. by the part n e r s who have not wron gfully dissolve d the par t n e r s h i p
2. by the legal repr e s e n t a t i v e of the last surviving part n e r s
JUDICIAL:
und e r the cont rol and direc tio n of the court, upon prope r caus e that is show n to
the court
23
* profits that will actu ally ent e r the firm afte r dissolution as a conse q u e n c e of
tra n s a c t i o n s alre a dy mad e befor e dissolution are include d beca u s e they are
conside r e d as profits existing at the time of dissolutio n
* any othe r incom e ear n e d after the time, like inter e s t or divide n d s on stock owne d
by the part n e r s or part n e r s h i p at the time of dissolution should not be distri b u t e d as
profits BUT as mer ely addition al incom e to the capit al
* a guilty part n e r who is EXCLUDED will be inde m nifie d agai ns t all pres e n t or
futur e part n e r s h i p liabilities
* IF the part n e r s h i p asse t s are insufficie nt, the othe r part n e r s must contri b u t e
more money or prop e r t y
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ORDER OF PREFERE N C E:
1. INDIVIDUAL or SEPARATE CREDITORS
2. PARTNERS HI P CREDITORS
3. thos e owing to othe r par t n e r s by way of cont ri b u ti o n
G.R. – whe n a part n e r retir e s, he is entitl e d what is due him after liquida tio n BUT no
liquida tion is nee d e d if the r e is alre a dy a settle m e n t at the date of dissolution
JURISP R U D E N C E
* the decla r a t i o n s of one part n e r , not mad e in the pres e n c e of his co- part n e r , are
not com p e t e n t to prove the exist e n c e of a part n e r s h i p betw e e n the m as again st such
par t n e r
* when our inter n al Reven u e Code includ e s “part n e r s h i p s” amon g the entities
subjec t to the tax on “corpo r a t i o n s”, said code which are not nec e s s a r ily
“part n e r s h i p s ” in the tech ni c al sens e of the ter m
* the shari n g of gross ret u r n s does not itself est a blish a part n e r s hi p, within the
per so n s shari n g the m have a joint or com m o n right or inte r e s t in any prop e r t y from
which the ret u r n s are derive d
* perso n s who contri b u t e prope r t y or funds for a com m o n ent e r p r i s e and agr e e to
sha r e the gross ret u r n s of that ent e r p r i s e in propo r ti o n to their contri b u ti o n, BUT
who sever ally ret ai n the title to thei r resp e c tive cont ri b u ti o n, are not ther e b y
rend e r e d par t n e r s
26
* a joint purc h a s e of land, by two does not constit u t e a co- par t n e r s hi p in resp e c t
ther e t o, NOR does an agr e e m e n t to shar e the profits and losse s on the sale of land
crea t e a part n e r s h i p
* the com m o n owne r s hi p of prope r t y does not itself crea t e a part n e r s h i p bet w e e n
the owne r s, thou g h they may use it for the pur pos e of makin g gains AND they may
without beco mi n g par t n e r s , agre e amon g the m s elv e s as to the man a g e m e n t and use
of such prope r t y and the applica tion of the proc e e d s the r ef r o m
* the shari n g of ret u r n s does not in itself est a blish a part n e r s h i p within the
per so n s sha rin g ther ei n have a joint or com m o n right or inter e s t in the prope r t y
th er e mu s t be:
1. clear inten t to form a part n e r s hi p
2. the exist e n c e of a juridical per so n a lity differe n t from the individu al part n e r s
AND
3. the free do m of each par ty to tran sfe r or assign the whole prope r t y
* one of the caus e s of dissolution is – any event which make it unlawf ul for the
busine s s of the par t n e r s h i p to be car ri e d on or for the mem b e r s to car ry it on in
par t n e r s h i p
* the subs e q u e n t mar ri a g e of the part n e r s could not oper a t e to dissolve the
par t n e r s h i p beca u s e it is not one of the caus e s provide d for dissolution by law with
rega r d s to limite d part n e r s h i p s
27
* par t n e r s h i p has distinct and sepa r a t e perso n a lity from that of its par t n e r s
* a husb a n d and wife may not ent e r into a cont r a c t of gene r a l co- part n e r s h i p/
UNIVERSAL part n e r s h i p
* the prohibi tion agains t an indust ri al part n e r eng a gi n g in busine s s for hims elf
seeks to preve n t any conflict of inte r e s t betw e e n the indus t ri al part n e r and the
par t n e r s h i p and to ensu r e faithful complia n c e by said part n e r with his prost a tio n