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BA 162 Reviewer- PARTNERSHIP

5 (third person) All the partners All of the partners All partners under 1818] Title and equitable interest None

* Title- property Equitable interest- share of profit or lesser ownership Holder for Value:

D. To Be Liable for Admissions or Representations Made Art. 1820. Admission or representation is evidence against the partnership, provide: (1) Admission or representation by any partner (2) Actions within the scope of the partners authority (3) Concerning partners affairs (4) In accordance with this Title (Law on Partnershipconsents required, things to be done) Requisites are needed to make sure that the partnership is really liable. E. To Be Liable for Notices to the Partnership Art. 1821. General Rule: The following operates as a notice or knowledge of the partnership: (1) Knowledge acquired while a partner relating to business affairs, (2) Knowledge acquired while present to his mind about a particular undertaking acquired, (3) Knowledge of any other partner who reasonably could and should have communicated it to the acting partner. Exception: (a) Case of fraud (b) Committed by or with the consent of that partner F. To Be Liable for Delicts and Torts Art. 1822. Actions of the partner result to partnership liability to the same extent as that of the partner who did the action, provided: (1) Wrongful act or omission of any partner (2) Actions affecting the ordinary course of business or consented by the other partners, and (3) Loss or injury to third persons.

* Delicts are actions that involve wrongful acts from negligence and malicedirect responsibility Torts are actions done without malice or negligence which are actually not crimerespondat superior. Art. 1823. Partnership is bound to make the good loss (breach of contract): (1) One partner, within his power scope, received and misapplied the money or property of a third person, (2) Partnership, within the usual course of business, received money or property of a third person and misapplied by the partners while in the partnerships custody. Art. 1824. All partners are solidarily liable with everything chargeable to articles 1822 and 1823. Even the innocent partners are liable to the liability, but they also have the right to recover from the guilty partner. * Solidary means the creditor can advance to anyone of the partners to satisfy the account, while pro-rata means the liability is divided based on the number of partners and creditors cant charge partners who have already satisfied his account. Article 1822 covers the civil liability of the partnership.
Who is the recipient? What is the object received? What did the recipient do? Obligations of the partnership Nature of the liability Obligations involved Nature of liabilities of the partners ARTICLE 1823 (1) Any partner acting in his authority Money or property of third persons Misapplication Yes Solidary ARTICLES 1822-1824 Liability from quasi or tort Solidary ARTICLE 1823 (2) Partnership Money or property of third persons Misapplication by any partner Yes Solidary ARTICLE 1816 Contractual obligation name, account, authority Solidary or joint

BA 162 Reviewer- PARTNERSHIP


Art. 1811. Partners are co-owners of the partnership property. The incidents of co-ownership are: Co-ownership because of its characteristics, but in fact, partners are really co-managers of the partnership property. (a) Partner has the equal right to possess specific partnership property provided that the same is for the business purposes only, agreed between partners, and subject to the provisions of this Title. (b) General Rule: Partners right to specific partnership liability is not assignable. Partnership property is belongs to the partnership who has juridical personality. Furthermore, the extent of ownership is difficult to quantify. Exception: In connection to the assignment of rights of all the partners in the same property. (c) General Rule: Partners right in specific partnership property is not subject to attachment or execution. Partnership property is belongs to the partnership who has juridical personality. Furthermore, the extent of ownership is difficult to quantify. Exception: Claim on the partnership Consequence: When the property is attached for the partnership debt, any partner cant claim any right under the homestead or exemption law. (d) Partners right in the specific partnership property is nor subject to legal support under article 291. Property belongs to the partnership. B. Interest in the Partnership Art. 1812. Partners interest in the partnership is: (a) Share of profits, and (during the life of the partnership) (b) Surplus (after the dissolution) Art. 1813. General Rule: Conveyance of a partners whole interest in the partnership does not mean: (1) Partnership is dissolved. (2) The assignee is entitled to: (a) Interfere with the partnership management during its continuance,

G. Person Admitted into an Existing Partnership: To Be Liable for Existing Obligations of the Partnership Art. 1826. General Rule: Liability of an admitted partner shall include all the liabilities arising before admission. Exception: Liabilities to be satisfied with the personal assets of the partners. Exception to the exception: Stipulation to the contrary. Article 1826 EXISTING CREDITOR SUBSEQUENT CREDITOR Partnership property Separate property of the old partner Separate property of the new partner Yes. Yes. After property assets are exhausted. No. Because at the time the contract was made, he was not involved with it. Yes. Yes. After property assets are exhausted. Yes. Already involved in the transaction.

VIII.

Admitted partner partakes the benefit of the partnership and he has all the means to obtain full knowledge of the partnership. H. To Prefer the Creditors of the Partnership as regards the Partnership Property Art. 1827. With regards to partnership property, the priority is as follows: (1) Partnership creditors, then (2) Separate creditors of the partners. But they have the remedy to ask for the attachment and public sale of the share of the respective partner. Partnership has a juridical personality, therefore it is but radical to treat its creditors first. Rights of a Partner Art. 1810. Property rights of the partners: (1) Specific partnership property, (2) Interest in the partnership, and (3) Participate in the management. A. Rights in the Specific Partnership Property

BA 162 Reviewer- PARTNERSHIP


(b) Require information that concerns partnership affairs or transactions, or (c) Inspect the partnership books. Principles of delectus personae. But, he is merely entitled to: (a) Receive the share of the profits that the assigning partner would have received should he not assigned his interest. Exception: In case of fraud, the assignee may avail himself of the usual remedy. In case of dissolution, (b) Receive his assignors interest, and (c) Require an account form the date only of the last account agreed to by all the partners. Art. 1814. On due application of the judgment creditor (private creditor), the competent court may: (1) Charge the payments unpaid amount plus the interest, (2) Appoint the receiver of his share of the profits and other receivables, (3) Other orders that: (a) The debtor partner may have made, or (b) Circumstances of the case may have required. The interest may have redeemed without causing dissolution: (1) With the separate property, by one or more of the partners, or (2) With the partnership property, by one or more of the partners with the consent of all the partners whose interests are not charged or sold. Limitation: Redemption should take place at any time: (a) Before the foreclosure, or (b) Case of sale being directed by the court. Nothing in the Title (Law on Partnership) shall deprive of the rights, under the exemption law, as regards of his interest in the partnership. C. Right to Participate in the Management

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