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Partnership – a contract whereby two or more persons Can corporation become a member of a

bind themselves to contribute M/P/I to a common fund, partnership?

with the intention of dividing the profits among
themselves. (Art. 1767) Corporation cannot be member of partnership in
absence of express authorization by its statute or
Two or more persons may form partnership for the charter – it would be inconsistent with corp’s policy
exercise of a profession. that corp. shall manage its own affairs separately
and exclusively as contrary to partnership’s mutual
Note: Elements – italicized / Registration is not required agency; and it would allow corporate property to
for the validity of contract of partnership. become subject to risks not contemplated by
Characteristics: (CNB-OCPP) stockholders when they originally invested in the
corp. (Mendiola v. CA, 2006)
1. Consensual – it is perfected by mere consent of
the parties, either express or implied. XPN: aside from express authority of its statute or
2. Nominate – has special name or designation by charter – corp. may enter into JV partnership with
law. another; have a partnership agreement wherein the
3. Bilateral – entered into by two or more persons partners will manage the partnership so that
and the rights and obligations of the parties are management of corporate interest will not be
always reciprocal. surrendered; and foreign corp. entered as limited
4. Onerous – before a party gain or acquire a partner in limited partnership.
benefit from partnership he must first give Rules in determining whether a partnership exist:
something (contribution). (Art. 1769)
5. Principal – does not depend upon the validity or
existence of other contracts. 1. Except as provided by Art. 1825 (estoppel),
6. Preparatory – because it is entered into as a persons who are not partners as to each other
means to an end. are not partners as to 3rd persons;
2. Co-ownership or co-possession does not
Features: establish partnership, whether they do or do not
1. Valid contract share profits made by the use of property;
2. Legal capacity of the parties 3. Sharing of gross returns does not of itself
3. Mutual contribution of M (includes credit) /P establish a partnership, whether or not the
(real or personal, includes goodwill and real person sharing them have a joint or common
rights) /I to a common fund right or interest in any property from which the
4. Object must be lawful (otherwise the returns are derived;
partnership is inexistent or void ab initio) 4. Receipt by a person of a share of profits of
5. Intention to divide the profits among business is prima facie evidence that he is a
themselves partner in the business, except if the payment
Doctrine of delectus personae – (delectus a. As debt by instalments or otherwise;
personarum, pl.), ‘choice of the person’, a person is b. As wages of an EE or rent to landlord;
free to choose his partner because partnership c. As an annuity to a widow or
relation is fiduciary in nature, as it involves trust and representative of the deceased partner;
confidence between the partners. d. As interest on a loan; and
e. As the consideration for the sale of a
Note: It is only applicable to general partner but not goodwill of a business or other property
to limited partner. by instalments or otherwise.
Mutual agency – every partner is an agent of the +
partnership and his act binds the partnership.

Partnership as juridical personality:

- Partnership has separate and distinct

personality from each partners (even if they
failed to register the partnership, having 3K or
more capital) (Art. 1768)
- Rights:
1. May enter into contracts
2. Acquire and possess property of all
kinds in its name
3. Incur obligations
4. Bring civil or criminal actions