ARTICLE 1811.

A partner is co-owner with his partners of specific

partnership property.

The incidents of this co-ownership are such that:

(1) A partner, subject to the provisions of this Title and to any agreement
between the partners, has an equal right with his partners to possess
specific partnership property for partnership purposes; but he has no right
to possess such property for any other purpose without the consent of his
partners;

(2) A partner's right in specific partnership property is not assignable

except in connection with the assignment of rights of all the partners in
the same property;

(3) A partner's right in specific partnership property is not subject to

attachment or execution, except on a claim against the partnership. When
partnership property is attached for a partnership debt the partners, or
any of them, or the representatives of a deceased partner, cannot claim
any right under the homestead or exemption laws;

(4) A partner's right in specific partnership property is not subject to legal

support under article 291. (n)

Partnership property is owned by the partnership entity and not by the

individual partners.

1. A partner has equal rights with his co-partners to POSSESS the property BUT
only for PARTNERSHIP PURPOSES
 he may possess such property for other purposes PROVIDED the other
partners expressly or impliedly gives their CONSENT

2. He CANNOT ASSIGN his right to the property EXCEPT if all the other
partners assign their rights in the same property.

3. His right to the property is NOT SUBJECT to ATTACHMENT or EXECUTION,

EXCEPT on a claim against partnership.

4. His right to the property is NOT SUBJECT to LEGAL SUPPORT.

If there is PARTNERSHIP DEBT, the specific property can be attached.

In general, partnership property consists of all the property contributed
by the partners or acquired for the partnership with its funds. A
partnership may own real property as well as personal property. Partners
hold title to partnership property by tenancy in partnership or tenants in
common. This means that each partner has an equal right to use the
partnership property for partnership purposes unless there is an
agreement to the contrary. Also, a partner possesses no interest in any
specific item of partnership property. (For example, a partner does not
own 10% of the personal computer which his secretary uses.) A creditor
of the partner cannot proceed against any specific items of partnership
property. A creditor can only proceed against the partner’s interest in the
partnership.

Rights of partners and creditors in specific items of partnership property

•1. A partner has no right to transfer except in ordinary course of
business•2. A partner has no right to encumber (e.g. mortgage) to secure
personal obligation•3. A partner may not assign an interest in partnership
property•4. Personal creditors of a partner may not attach, execute
against (A partnership creditor may.)

ARTICLE 1812. A partner's interest in the partnership is his share

of the profits and surplus. (n)

•Each partner owns his or her “interest in the partnership”.

Profit-the excess of returns over expenditure in a transaction or series of

transactions; or net income of the partnership for a givern period of time

Surplus- the assets of the partnership after partnership debts and

liabilities are paid and settled and the rights of partners among
themselves are asjusted.

•Interest can be subject for execution, attachment and legal support.

•Interest in pship is defined as all of a partner’s interests in the pship,
including the partner’s transferable interest and all management and
other rights. Sec 101(9)•Partner’s Transferable Interest = that partner’s
share of the profits and losses of the pship and partner’s right to receive
distributions including upon dissolution. This is personal property. Sec.
502•“Transferable Interest ” may be assigned in whole or in part (unless
agreement prohibits)

Philippine partnerships operate under the concept of unlimited

liability and unless otherwise agreed upon by the partners,
each one of them acts as manager and agent of the
partnership and consequently, their acts bind the partnership. cralaw

Partners, liability:
As a general rule, the liability of partners in a partnership
organization is unlimited in the sense that the partnership
creditors may run after them for any and all of their assets and
property in payment of the partnership debts. Should one of
the partners defray all liabilities of the partnership, he is
entitled to be reimbursed by the other partners for their
respective shares therein.
In the case, however, of limited partnerships, the law allows
the limitation of the liability of certain partners to the extent of
the amount contributed to the partnership.
Partnership, dissolution:
Philippine law allows the dissolution of partnership for any
reason, provided such dissolution does not amount to a breach
of contract or is prejudicial to third parties. The death of a
partner or the unauthorized transfer of ownership of his share
in the partnership [in case there is a limitation to this effect]
results in the dissolution thereof. In other words, any change
in the composition of the partnership, unless so allowed, will
result in the dissolution thereof. Consequently, the remaining
partners may form a new partnership with less or more
partners.

Nature of Partner’s Right in Specific Partnership Property:

{358.250}1. A partner is a co-owner with his partners of
specific partnership property holding such as a tenant in
partnership. 2. The incidents of this tenancy are such that: (1)
a partner, subject to the provisions of this law and to any
agreement b/t the partners (default rule), has an equal right
with his partners to possess specific partnership property for
partnership purposes; but he has no right to possess such
property for any other purposewithout the consent of his
partners; (2) a partner’s right in specific partnership property
is NOT assignable except in connection with the assignment
of rights of all of the partnersin the same property; (3) a
partner’s right inspecific partnership property is NOT subject
to attachment or execution, except on a claim against the
partnership. When partnership property is attached for a
partnership debt, the partners….cannot claim any right under
the homestead or exemption laws; (4) on death of a partner,
the right in the specific property vests in the surviving
partners, and if no partners are surviving, then in the legal
representative—but neither the legal rep nor the surviving
partners have any right to use the property except in
partnership biz/ for a partnership purpose; and (5) a partner’s
right in specific property is NOT subject to dower, cutesy, or
allowances to widows, heirs, or next of kin.1.NOTES:a.Parts
1 & 2: entity provisions, can’t go in a straight line to
partnership property and use it for own means; and can’t
assign it to othersb.A judgment creditor on a single partner
canNOT get to the partnership property. What can he
get?i.Charging Order: a lien on a partner’s partnership interest
which acts like a garnishing of wages, so when a partner
would have gotten disbursements from his partnership, they
would go instead to the creditor. This is NOT a direct lien on
the partnership, though it may result in the sale of the
partnership interest, it will NOT effect the sale of the
partnership property.v.The Jingle Rule: A hierarchy of who has
claim to the property in which order if both a partner and his
partnership are in financial trouble. This rule is the default,
and can be Ked around, in which case the K
trumps.1.Individual creditors have priority on individually
held property over partnership creditors.2.Partnership creditors
have priority on partnership assets and property.
{358.400(8)}3.Federal Bankruptcy proceedings might trump
this order.vi.Transferring of Partnership Interests:1.B/c you do
own your partnership interest directly, it is theoretically
assignable/conveyable.2.Partnership agreements may restrict
the transferability of partnership interests.3.DEFAULT RULE:
if a partnership interest is transferred to another, then the
assignee has only economic rights (a right to share in profits)
and NOT management rights, and thus, doesn’t automatically
have the right to participate in the management. Thus, to make
someone else a partner, there must be a 100% unanimous vote
of all other partners to do so.