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AGENCY, TRUST AND PARTNERSHIP WWW [EH 403 SY 2017-2018]
JULY 1, 2017
Partners who subsequently marry, effect to
Partnership
Atty: What was the illustration all about? (Referring to the
partners who later got married to each other)
Gonzaga: It was about 2 persons who contributed 500K
each to the partnership. After a month they decided to get
married.
Atty: What happens to the partnership?
Gonzaga: Since they contributed a determinate thing, the
500K which is a money, it is a particular partnership.
Once they married each other, they can still remain as
partners.
Atty: On the other hand
Gonzaga: On the other hand, if it was a universal
partnership that they have entered into, their partnership
will not continue once they get married since it is
prohibited.
Almerino: In the case of CIR v. Suter, the partnership was
not dissolved because in the first place it was the
partnership was constituted before the marriage. So it did
not directly contravene what the property regime, CPG is
trying to prevent. Moreover, since it was a tax case, the
CPG has no juridical personality.
Atty: What was the reason why it was not dissolved?
Almerino: Because a contract of partnership is based on the
concept of delectus personae, which states that a
partnership can only be dissolved when two partners really
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agree to liquidate their partnership and go off their separate
ways.
Atty: So the partnership remains to exist, because it we
consider it dissolved what could have happened?
Almerino: Then there is this violation of the said principle
because their separation becomes in effect an operation of
law, which is against the concept of delectus personae.
Atty: He was citing a case where two partners who
contributed 500K each. Subsequently married each other.
Since they now have conjugal partnership and that case
that was cited, the partnership entered into will not be
dissolved. If it were dissolved, what could have been the
consequence?
Gonzaga: Because from that case, before the marry they
contributed separate property. And after they marry, their
separate properties will not be combined but remain as it is
because it is already part of the partnership.
Atty: But I thought when we marry, we promise that what is
yours is mine and what is mine is yours. But still you are
saying that partnership remains even after we marry? What
reason can you think?
Gonzaga: I think their entity as a partner remains despite
the fact that they marry. So even though under the law on
marriage they are one as husband and wife but as a partner
they are separate.
Atty: As a matter of fact, Almerino said that the case cited
one reason because conjugal partnership did not have a
juridical personality. What does it mean?
Gonzaga: It does not have a juridical personality as oppose
to partnership which has a personality. A partnership in
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itself is an entity as oppose to CPG which is just a relation of
property on how their property will be governed.
Atty: Why is it important important to preserve the juridical
personality?
Gonzaga: Because it has obligations.
Atty: It might have entered into transactions with the
public. And that's the case want to protect. You know if we
dissolve this, what could happen to the liabilities? Sue the
CPG? No, because CPG does not have personality. Sue them
individually? Maybe. But why require the creditors to sue
them individually when in fact there is a juridical person
that they can sue. Do not dissolve it because it might affect
the right of third persons.
Classification of Partners
Atty: This brings as to the discussion of classification of
partners. How do we classify partners?
Regis:
Managing partner - one managing the partnerhip
Liquidating Partner - one who is the one in charge in
liquidating the partnership
Continuing Partner - one who remains in the partnership
after is has been dissolved
Surviving Partner - one who continues the partnership
after the death of a partner
Sub-partner - one who contracts one of the partners in
terms of the latters share
Dormant Partner - one who are not active in the business
and [inaudible]
Industrialist Partner - one who contributes heir labor,
skills, knowledge.
Capitalist Partner - one who contributes money or
property
Joke ni: Industrious partner as distinguished from lazy
partner.

Almerino: First we can classify as to liability, we have a

General Partner and a Limited Partner. Summary:
1. Partners who subsequently marry, effect to
Extent of participation in the management, Active Partnership subsequent marriage of partners in a
partners; we have the Secret Partners - who are not particular partnership will not dissolve the
known to the public but are actually partners. And the partnership. This is because the partnership has
combination of the two is the Dormant Partner who is separate juridical personality. And the law protects
neither known to the public nor active in the partnership's the third persons whom the partnership might have
affairs. obligation with. The law ensures that the third
person can have someone to sue and that it is the
There can also be partners by estoppel - they held out partnership.
themselves to the public as partners even though they are 2. Classification of Partnership
not, in reality, partners because of that they are liable. a. General
b. Limited
In terms of ability to manage: Managing Partner - given c. Active
the task to manage the partnership. And there is the d. Secret
Ordinary Partner - if there is a stipulation, they do nnot e. Dormant
manage the partnership. f. Partners by estoppel

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AGENCY, TRUST AND PARTNERSHIP WWW [EH 403 SY 2017-2018]
g. Managing Partner
h. Liquidating Partner
i. Continuing Partner
j. Surviving Partner
k. Sub-partner
l. Dormant Partner
m. Industrialist Partner
n. Capitalist Partner
o. Silent Partner
p. Incoming Partner
q. Original Partner

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