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Under Article 1767 of the Civil Code of the Philippines, the elements are the following;
1. Specific and determinate things which are not fungible where only the use is
contributed.
- the risk of loss is borne by the partner because he remains the owner of the things
2. Specific and determinate things the ownership of which is transferred to the
partnership
- the risk of loss is for the account of the partnership, being the owner
3. Fungible things or things which cannot be kept without deteriorating even if they
are contributed only for the use of the partnership
- the risk of loss is borne by the partnership for evidently the ownership was being
transferred since use is impossible without the things being consumed or impaired
4. Things contributed to be sold
- the partnership bears risk of loss for there cannot be any doubt that the partnership
was intended to be the owner; otherwise’ the partnership could not affect the sale
5. Things brought and appraised in the inventory
- the partnership bears the risk of loss because the intention of the parties was to
contribute to the partnership the price of the things contributed with an appraisal in the
inventory. There is thus an implied sale making the partnership owner of the said things,
the price being represented by their appraised value.
· Specific Rules:
1. Each may separately execute all acts of administration;
2. Except if any of the managers should oppose (division of the majority of the managers
shall prevail)
- if there is a tie, the partners owning the controlling interest prevail; provided they are
also managers
· Effect of Violation
a. the violator shall bring the partner shall of the profits illegally obtained;
b. he shall personally bear all the losses
· Partnership Liability
· Individual Liability
Stipulations such as those exempting all the industrial partners and some of the capitalist
partners, insofar as third persons are concerned, would be null and void
G. Art. 1818 – Partner as an Agent of Partnership
NOTE: The 7 kinds of acts enumerated in Art. 1818 are instances of acts which are NOT for
apparently carrying on in the usual way the business of the partnership.
In the 7 instances, the authority must be unanimous except if the business has been
abandoned.
1. as to first cause
- partnership agreement has not been violated
4 instances:
v termination of the definite term or specific undertaking;
v express will of a partner who must act in good faith when there is no definite term and
specific undertaking;
v express will of all the partners who have not assigned their interests or suffered them to be
charged for their separate debts, either before or after the termination of any specified term or
particular undertaking;
v by the expulsion of any partner from the business bona fide in accordance with such
p[power conferred by the agreement between the partners
note: partners in their contract cannot limit the cause for dissolution,
I. What is DISSOLUTION?
—change in the relation of the partners caused by any partner ceasing to be associated in the
carrying on of the business; partnership is not terminated but continues until the winding up
of partnership affairs is completed.