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MEMORY AID
PARTNERSHIP PRELIMINARY
EXAMINATION COVERAGE
(ARTICLES 1767-1817, NCC)
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DEFINITION
REQUISITE
S
ENUMERATIO
N
DISTINCTIO
N
PARTNERSHIP
PRELIMINARY
RULE
EXAMINATION COVERAGE
INCORPORATED
IN CLASS
GENERAL PROVISIONS
ARTICLES 1767-1783
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PARTNERSHIP PRELIMINARY
EXAMINATION COVERAGE
CONTRACT OF PARTNERSHIP*
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. (Art. 1767, NCC)
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PARTNERSHIP PRELIMINARY
EXAMINATION COVERAGE
PROFESSION
A group of men pursuing a learned art
as a common calling in the spirit of
public service
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PARTNERSHIP PRELIMINARY
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CHARACTERISTIC
ELEMENTS OF PATNERSHIP
(CBCPON-P)*
1. CONSENSUAL perfected
by mere consent
2. BILATERAL entered into by two or more persons whose rights and
obligations are reciprocal
3. COMMUTATIVE undertaking of each of the partner is considered as
the equivalent of that of the others
4. PRINCIPAL does not depend upon any other contract for its validity
or existence
5. ONEROUS each of the parties aspires to procure for himself a benefit
through contributing money, property or industry to a common fund
6. NOMINATE has a special name or designation in our law
7. PREPARATORY a means by which other contracts will be entered
into as the partnership pursues its business
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EXAMINATION COVERAGE
ESSENTIAL FEATURES
OF PARTNERSHIP*
PARTNERSHIP PRELIMINARY
EXAMINATION COVERAGE
ELEMENT OF DELECTUS
PERSONAE
FIDUCIARY
RELATIONSHIP*
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PARTNERSHIP PRELIMINARY
EXAMINATION COVERAGE
1.
2.
3.
4.
Unemancipated minors;
Insane or demented persons;
Deaf-mutes who do not know how to write;
Persons who are suffering from civil interdiction;
and
5. Incompetents who are under guardianship
IN ADDITION (relative incapacity):
6. Spouses or those living together as husband and
wife without a valid marriage to enter into a
universal partnership
PARTNERSHIP PRELIMINARY
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EXAMINATION COVERAGE
FORM OF CONTRIBUTION
(MPI)
Money
Property
Industry
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RULES TO DETERMINE
EXISTENCE OF
PARTNERSHIP*
1. Persons who
are not partners as to each other
are not partners as to third persons;
2. Co-ownership or co-possession does not of itself
establish a partnership;
3. The sharing of gross returns does not of itself
establish a partnership; however,
4. Receipt by a person of a share of the profits of a
business is prima facie evidence that he is a
partner
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DOCTRINE OF ESTOPPEL
One where persons by their acts,
consent, or representations have
misled third persons or parties into
believing that the former are partners
in anon-existing partnership such
persons become subject to liabilities of
partners to all who, in good faith, deal
with them in their apparent relations
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EXAMINATION COVERAGE
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CO-OWNERSHIP
Ownership (or possession) of an
undivided thing or right belongs to
different persons
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Contract
No limitation
GR: Partner, not allowed
EXC: Agreement by all of the
partners
Partner may bind the
partnership
Dissolved
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Creation
Juridical
personality
Law
None
Purpose
Common enjoyment of a
thing or right
Duration
Disposal of
interests
Power to act
with third
persons
PARTNERSHIP
Effect ofPRELIMINARY
death
EXAMINATION COVERAGE
Not dissolved
15
PARTNERSHIP PRELIMINARY
EXAMINATION COVERAGE
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Parties
Governing laws
Juridical
personality
Law
None
Commencement
Purpose
Distribution of
profits
Management
PARTNERSHIP
PRELIMINARY
Disposition
of
EXAMINATION COVERAGE
shares
Divided equally
Jointly; husbands decision
prevails
in case of disagreement
Cannot be disposed
17
PARTNERSHIP vs.
VOLUNTARY ASSOCIATION
Separate and
distinct from that
of each partner
Realization of
profits
Juridical
personality
Purpose
Contribution of
capital either in
the form of
money, property,
or industry
Contributions of
members
Partnership is
the one liable in
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the first place
Liability of
PARTNERSHIP
PRELIMINARY
members
EXAMINATION COVERAGE
None
Not apparent
No contribution
of capital
Members are
individually liable
18
EFFECTS OF
UNLAWFUL PARTNERSHIP*
1. Contract is void ab initio and the partnership never
existed in the eyes of the law;
2. Profits shall be confiscated in favor of the
government;
3. Instruments or tools and proceeds of the crime shall
also be forfeited in favor of the government; and
4. Contributions of the partners shall not be confiscated
unless they be also proceeds of the crime
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PARTNERSHIP WITH
CONTRIBUTION OF IMMOVABLE
PROPERTY, TO BE VALID*
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EXAMINATION COVERAGE
21
CLASSIFICATIONS OF PARTNERSHIP*
1. Universal partnership
2. Particular partnership
3. General partnership
4. Limited partnership
5. Partnership at will
6. Partnership with a fixed term
7. De jure partnership
8. De facto partnership
9. Ordinary or real partnership
10.Ostensible partnership or partnership by estoppel
11.Secret partnership
12.Open or notorious partnership
13.Commercial or trading partnership
14.Professional or non-trading partnership
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AS TO THE EXTENT OF
ITS SUBJECT MATTER*
1. Universal partnership
One which refers to all the present property or to
all profits
2. Particular partnership
One which has for its object determinate things,
their use or fruits, or a specific undertaking, or the
exercise of a profession or vocation; one which is
neither a universal partnership of present property
nor a universal partnership of profits
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PARTNERSHIP PRELIMINARY
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AS TO ITS DURATION*
1. Partnership at will
One in which no time is specified and is not formed for a particular
undertaking or venture and which may be terminated anytime by
mutual agreement of the partners, or by the will of any one partner
alone, or one for a fixed term or particular undertaking which is
continued by the partners after the termination of such term or
particular undertaking without express agreement
2. Partnership with a fixed term
One in which the term for which the partnership is to exist is fixed
or agreed upon or one formed for a particular undertaking, and upon
the expiration of the term or completion of the particular enterprise,
the partnership is dissolved, unless continued by the partners
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KINDS OF PARTNERSHIP
AT WILL*
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1. De jure partnership
One which has complied with all the
legal requirements for its establishment
2. De facto partnership
One which has failed to comply with
all the legal requirements for its
establishment
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AS TO REPRESENTATION TO OTHERS
1. Ordinary or real partnership
One which actually exists among the partners
and also as to third persons
2. Ostensible partnership or partnership by
estoppel
One which in reality is not a partnership, but is
considered a partnership only in relation to those
who, by their conduct or admission, are precluded
to deny or disprove its existence
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AS TO PUBLICITY*
1. Secret partnership
One wherein the existence of certain
persons as partners is not avowed or made
known to the public by any of the partners
2. Open or notorious partnership
One whose existence is avowed or made
known to the public by the members of the
firm
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AS TO PURPOSE
1. Commercial or trading partnership
One formed for the transaction of
business
2. Professional
or
non-trading
partnership
One formed for the exercise of a
profession
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KINDS OF PARTNERS
UNDER THE CIVIL CODE*
1. Capitalist partner
2. Industrial partner
3. General partner
4. Limited partner
5. Managing partner
6. Liquidating partner
7. Partner by estoppel
8. Continuing partner
9. Surviving partner
10.Subpartner
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KINDS OF PARTNERS
(OTHER CLASSIFICATIONS)*
1.
2.
3.
4.
5.
6.
7.
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Ostensible partner
Secret partner
Silent partner
Dormant partner
Original partner
Incoming partner
Retiring partner
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EXAMINATION COVERAGE
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AS TO NATURE OF CONTRIBUTION*
1. Capitalist partner
One who contributes money or
property to the common fund
2. Industrial partner
One who contributes only his
industry or personal service
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AS TO LIABILITY*
1. General partner
One whose liability to third persons extends
to his separate property; he may either be a
capitalist or industrial partner
2. Limited partner / special partner
One whose liability to third persons is
limited to his capital contribution; he does not
participate in the management of the business
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AS TO NATURE OF
MANAGEMENT WORK*
1. Managing partner
One who is authorized and actually manages
the affairs or business of the partnership; he
may be appointed in the articles of partnership
or after the constitution of the partnership
2. Liquidating partner
One who takes charge of the winding up of
partnership affairs upon dissolution
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AS TO REPRESENTATION*
1. Partner by estoppel / partner by
implication / nominal partner /
quasi-partner
One who is not really a partner, not
being a party to a partnership
agreement, but is liable as a partner
for the protection of innocent third
persons; liable for the debts of the firm
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AS TO OCCURRENCE OF DISSOLUTION*
1. Continuing partner
One who continued the business of a
partnership after it has been dissolved by reason
of the admission of new partner, or the retirement,
death, or expulsion of one or more partners
2. Surviving partner
One who remains after a partnership has been
dissolved by the death of any partner
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SUBPARTNER
One who, not being a member of the
partnership, contracts with a partner
with reference to the latters share in
the partnership; a person whom a
partner may associate with him in his
share without the consent of the other
partners
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AS TO POWER IN
PARTNERSHIP MANAGEMENT*
1. Silent partner
One who does not take any active part in the business
although he may be known to be a partner; if he
withdraws from the partnership, he must give notice to
those persons who do business with the firm to escape
liability in the future
2. Dormant partner / sleeping partner
One who does not take active part in the business and
is not known or held out as partner; both a silent and a
secret partner
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EXAMINATION COVERAGE
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AS TO TIME OF
ADMISSION/WITHDRAWAL*
1. Original partner
One who is a member of the partnership from
the time of its organization
2. Incoming partner
A person lately, or about to be, taken into a
partnership as a member
3. Retiring partner / withdrawing partner
One withdrawn from the partnership
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UNIVERSAL PARTNERSHIP
OF ALL PRESENT PROPERTY*
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42
PROPERTY INCLUDED
(p.42)*
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EXAMINATION COVERAGE
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EXAMINATION COVERAGE
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PROPERTY INCLUDED
(p.44)*
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OBLIGATIONS OF THE
PARTNERS AMONG
THEMSELVES
ARTICLES 1784-1809
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RELATIONS CREATED BY A
CONTRACT OF PARTNERSHIP
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WHAT ARE TO BE
DELIVERED*
1. Fruits
a) Natural fruits
b) Industrial fruits
c) Civil fruits
2. Accessories
3. Accessions
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EVICTION
One that shall take place whenever by
a final judgement based on a right
prior to the sale or an act imputable to
the vendor, the vendee is deprived of
the whole or a part of the thing
purchased
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PROHIBITION ON
CAPITALIST PARTNERS*
RELATIVE PROHIBITION
General Rule: Of the kind of business in which the
partnership is engaged
Exception: Contrary stipulation
Effect of violation:
1. Bring to the common fund any profits accruing to him;
and
2. In case of losses, he shall bear them alone
(if not the same kind of business: allowed so long as
partnership does not prohibit such activity)
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PROHIBITION ON
INDUSTRIAL PARTNERS*
ABSOLUTE PROHIBITION
General Rule: Cannot engage in business for himself
Exception: Expressly permitted by the partnership
Effect of violation:
1. Exclude industrial partner from the firmwith
damages; or
2. Avail themselves of the benefits which he may
have obtained with damages
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RESPONSIBILITY OF
PARTNERSHIP PARTNERS
1. To refund amounts disbursed by him in behalf
of the partnership plus the corresponding
interest from the time the expenses are made
2. To answer for the obligation he may have
contracted in good faith in the interest of the
partnership business; and
3. To answer for the risks in consequence of its
management
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DISTRIBUTION OF
PROFITS*
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63
DISTRIBUTION OF
LOSSES*
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EXAMINATION COVERAGE
64
PARTNERSHIP PRELIMINARY
EXAMINATION COVERAGE
65
PARTNERSHIP PRELIMINARY
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SUBPARTNERSHIP
The partnership formed between a
member of the partnership and a third
person for a division of the profits
coming to him from the partnership
enterprise
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PROPERTY RIGHTS
OF THE PARTNERS
ARTICLES 1810-1814
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1. Rights
in
specific
partnership
property
2. Interest in the partnership
3. Right
to
participate
in
the
management
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Changes in
value
Constant remains
unchanged as the
amount fixed by the
agreement of the
partners, and is not
affected by fluctuations
in the value of
partnership property
Aggregate of the
individual contributions
made by the partners
Assets
(in cash or in property
included
or services the value of
PARTNERSHIP PRELIMINARY which has been fixed in
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EXAMINATION COVERAGE
the partnership
PARTNERS INTEREST
IN THE PARTNERSHIP
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EXAMINATION COVERAGE
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PROFIT
Excess of returns over expenditure in a
transaction or series of transactions; or
the net income of the partnership for a
given period of time
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SURPLUS
Assets of the partnership after
partnership debts and liabilities are
paid and settled and the rights of the
partners among themselves are
adjusted
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RIGHTS OF ASSIGNEE OF
PARTNERS INTEREST
1. To receive in accordance with his contract the profits
accruing to the assigning partner;
2. To avail himself of the usual remedies provided by law
in the event of fraud in the management;
3. To receive the assignors interest in case of
dissolutions; and
4. To require an account of partnership affairs, but only in
case the partnership is dissolved, and such account
shall cover the period from the date only of the last
account agreed to by all the partners
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OBLIGATIONS OF THE
PARTNERS WITH REGARD
TO
THIRD
PERSONS
ARTICLES 1815-1817
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FIRM
Name, title, or style under which a
company transacts business; a
partnership of two or more persons; a
commercial house
(used as synonymous with company)
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PRO-RATA (AS TO
LIABILITY)
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Arts. 1816-1817
Applicable
provisions
Parties
involved
Arts. 1797-1799
Capitalist and
industrial partners
with money and
property involved
1. Stipulation
2. No stipulation, in
General
proportion to
rules
contribution
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PRELIMINARY
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EXAMINATION COVERAGE 3. Third party
Remedy for
None. Not provided
general
by law
rule
Pure industrial
partner
No exception
Exception
1. As among the
partners valid
2. In relation to
third persons
void (as against
public policy)
1. Capitalist void
Effect of
2. Capitalistcounter
industrial void
stipulation 3. Pure industrial
valid
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