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Mitzi Rivera
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PARTNERSHIP REVIEWER
BY: Rene Callanta
PARTNERSHIP
> it is a CONTRACT whereby two or more persons (1) bind themselves to
CONTRIBUTE money, property, or industry to a COMMON FUND (2) with the intention
of dividing the PROFITS among themselves or in order to EXERCISE a PROFESSION
> a STATUS and a FIDUCIARY RELATION subsisting between persons carrying
on a business in common with a view on profit
CHARACTERISTICS OF THE CONTRACT OF PARTNERSHIP

[C, C, L, I, AS, NP]
1. CONSENSUAL
> perfected by mere consent
2. CONTRIBUTION of money, property or industry to a COMMON FUND

3. object must be a LAWFUL one
4. INTENTION of DIVIDING the PROFIT among the PARTNERS
5. “AFFECTIO SOCIETATIS”
> the desire to formulate an ACTIVE UNION, with people among whom there
exist a mutual CONFIDENCE and TRUSTS
6. NEW PERSONALITY
> the object must be for profit and not merely for the common enjoyment
otherwise only a co-ownership has been formed. HOWEVER, pecuniary profit
need not be the only aim, it is enough that it is the principal purpose
BUSINESS TRUSTS
> when certain persons entrust their property or money to others who will
manage the same for the former
RULES ON CAPACITY TO BECOME A PARTNER

1. a person capacitated to enter into contractual relations may become a partner
2. an UNEMANCIPATED MINOR CANNOT become a partner UNLESS his parent or

guardian consents
3. a MARRIED WOMAN, cannot contribute conjugal funds as her contribution to

the partnership UNLESS she is permitted to do so by her husband OR UNLESS
she is the administrator of the conjugal partnership, in which the COURT must
give its consent authority
4. a PARTNERSHIP being a juridical person by itself can form another partnership
5. a CORPORATION cannot become a partner on grounds of public policy
> a partner shares not only in profits but also in the losses of the firm
RULE:
> the partnership has a PERSONALITY SEPARATE and DISTINCT from that of
each partner
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CONSEQUENCES OF THE PARTNERSHIP BEING A JURIDICAL ENTITY

1. its juridical personality is SEPARATE and DISTINCT from that of each partner
2. the partnership CAN in GENERAL:

A) acquire and possess property of all kinds
B) incur obligations
C) bring civil and criminal actions
D) can be adjudged insolvent even if the individual members be each
financially solvent
3. unless he is generally sued, a partner has no right to make a separate

appearance in court, if the partnership being sued is already represented
LIMITATIONS ON ALIEN PARTNERSHIP

1) if 60% capital is not owned by Filipinos
> the firm cannot acquire by purchase or otherwise AGRICULTURAL Philippine
lands
2) foreign partnership may “lease” lands provided the period does not exceed 99 years
3) foreign partnership may be “MORTGAGEES” of land
> period of 5 years, renewable for another 5 years
> they cannot purchase it in a foreclosure sale
RULES IN CASE OF ASSOCIATIONS NOT LAWFULLY ORGANIZED AS

PARTNERSHIP
1. it possesses NO LEGAL PERSONALITY
> it cannot sue as such HOWEVER, the partners in their individual capacity
CAN
2. 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 had no personality
> ESTOPPEL
> whether a partnership has a juridical personality or not depends on its

PERSONAL LAW of the partnership or the law of the place where the partnership was
organized
REQUISITES FOR EXISTENCE OF PARTNERSHIP [I, CF, JI]

1. INTENTION to create a partnership
2. COMMON FUND obtained from contributions
3. JOINT INTERESTS in the PROFITS
WHAT DO NOT ESTABLISH A PARTNERSHIP

1. mere co-ownership or co-possession
> even with profit sharing
2. mere sharing of GROSS returns

> even with joint ownership of the properties involved
RULES TO DETERMINE THE EXISTENCE OF A PARTNERSHIP
1. persons who are not partners to each other are not partners as to third persons
EXCEPTION:
> PARTNERSHIP BY ESTOPPEL
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2. CO-OWNERSHIP of a property does not itself establish a partnership, even

though the co-owners share in the profits derived from the incident of joint ownership
3. SHARING OF GROSS RETURNS ALONE does not indicate 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 of the share in the profits is a strong presumptive evidence of

partnership HOWEVER, no such inference will be drawn if such profits were
received in payment
A) as a DEBT by installments or otherwise
B) as WAGES of an employee
C) as RENT to a landlord
D) as an ANNUITY to a widow or representative of a deceased partner
E) as INTEREST on a LOAN, though the amount of payment vary with the
profits of the business
F) as the CONSIDERATION for the sale of a GOOD WILL of a business or
other property or otherwise
> creditors are not partners, for their only interest in the sharing of profits is
the receipt or payment of their credits
> in a partnership, the partners are supposed to trust and have confidence
in all the partners
PARTNERSHIP BY ESTOPPEL
> IF 2 persons not partners represent themselves as partners to strangers, a
partnership by estoppel results
> WHEN 2 persons, who are partners, in connivance with a friend who is not a
partner inform a stranger that said friend is their partner, a partnership by estoppel
also result to the end that the stranger should not be prejudiced
RULE: LAWFUL OBJECT or PURPOSE
> a partnership must have LAWFUL OBJECT or PURPOSE, and must be
established for the common benefit or interest of the partners
> it must be within the commence of man, possible and not contrary to law,
morals, good customs, public order or public policy
> IF a partnership has SEVERAL PURPOSES, one of which is UNLAWFUL, the
partnership can still validly exist so long as the illegal purpose can be separated from
the legal purposes
> NO need for JUDICIAL DECREE to dissolve an unlawful partnership

> VOID AB INITIO
> one of the causes for the dissolution of a partnership is “any event which
makes it unlawful for the business of the partnership to be carried on”
RULE:
> when an UNLAWFUL PARTNERSHIP is dissolved by a judicial decree, the PROFITS
shall be CONFISCATED in FAVOR of the STATE
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partnership reviewer
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partnership reviewer http://www.scribd.com/doc/8689445/partnership-reviewer#ope...

> a STATUS and a FIDUCIARY RELATION subsisting between persons carrying

on a business in common with a view on profit

CHARACTERISTICS OF THE CONTRACT OF PARTNERSHIP

2. CONTRIBUTION of money, property or industry to a COMMON FUND

RULES ON CAPACITY TO BECOME A PARTNER

2. an UNEMANCIPATED MINOR CANNOT become a partner UNLESS his parent or

3. a MARRIED WOMAN, cannot contribute conjugal funds as her contribution to

4. a PARTNERSHIP being a juridical person by itself can form another partnership

5. a CORPORATION cannot become a partner on grounds of public policy

CONSEQUENCES OF THE PARTNERSHIP BEING A JURIDICAL ENTITY

2. the partnership CAN in GENERAL:

3. unless he is generally sued, a partner has no right to make a separate

LIMITATIONS ON ALIEN PARTNERSHIP

> they cannot purchase it in a foreclosure sale

RULES IN CASE OF ASSOCIATIONS NOT LAWFULLY ORGANIZED AS

> whether a partnership has a juridical personality or not depends on its

REQUISITES FOR EXISTENCE OF PARTNERSHIP [I, CF, JI]

WHAT DO NOT ESTABLISH A PARTNERSHIP

2. mere sharing of GROSS returns

RULES TO DETERMINE THE EXISTENCE OF A PARTNERSHIP

2. CO-OWNERSHIP of a property does not itself establish a partnership, even

3. SHARING OF GROSS RETURNS ALONE does not indicate a partnership whether

4. the receipt of the share in the profits is a strong presumptive evidence of

the receipt or payment of their credits

in all the partners

RULE: LAWFUL OBJECT or PURPOSE

> a partnership must have LAWFUL OBJECT or PURPOSE, and must be

established for the common benefit or interest of the partners

morals, good customs, public order or public policy

> IF a partnership has SEVERAL PURPOSES, one of which is UNLAWFUL, the

> NO need for JUDICIAL DECREE to dissolve an unlawful partnership

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