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JD 207/LAW 301 Instructions: Outline the provisions of the Civil Code on Partnership, using the outline below as a suggested

format. Breakdown the elements in the provisions under each topic and correlate them with other provisions whenever appropriate. Where cases in the case list are applicable, analyze the illustrative cases and present your conclusions (agree/disagree) regarding the SC decisions and support your position with authorities/legal bases. Summarize the pertinent rules on partnership within your topics. Your outlines should include a matrix of the summarized rules on the topic from the provisions of law and the cases. Include a resolution of any apparent conflicting rules. Copies of your report should be provided to all members of the class as well as e-mailed to me at joseriodil@yahoo.com prior to your class presentations. You may design your own formats for the class reports, but I have also included sample formats to give you an idea of what is required. 1. Arts. 1767 - 1783 General Provisions Guide Questions: a. What is a partnership? What are its elements? b. Tests or indicia to determine a partnership c. Kinds of partnership; definitions d. Formalities required to constitute a partnership

2. Arts. 1784 1809 Obligations of Partners: Among Themselves Guide Questions: a. Distribution of profits and losses b. Exclusion from profits and losses; validity of agreement c. Engaging in business apart from the partnership d. Right to formal accounting; when, how exercised e. Managing the partnership f. Rules re: partner and partnership creditors of same debtor g. Assignment of partnership interests to third persons; rules on sub-partnership 3. Arts. 1810 1814 Property Rights Guide questions: a. Partners property rights; assignability b. Extent of partners interest in the property c. Conveyance by partner of his whole interest to third persons d. Redemption of partnership property 4. Articles 1815 1827 Obligations to Third Persons Guide questions: a. Rules on the use of partnership name; is it compulsory to have partnership name? does it affect juridical personality? b. Extent of liability of partners; qualifications; exemptions from liability c. Binding authority of partner for partnership d. Rules regarding conveyance of partnership property e. Partnership by estoppels f. Preference of creditors to partnership property/partners shares

5. Articles 1828 1841 Dissolution & Winding Up Guide questions: a. Causes of dissolution b. Effect of dissolution on partnership c. Effect of dissolution on individual partners d. Methods of dissolution e. Dissolution distinguished from Winding Up 6. Articles 1843 1867 Limited Partnership Guide questions: a. Elements b. Distinguished from general partnership Case List: 1. 2. 3. 4. 5. 6. 7. 8. 9. 10. 11. 12. 13. 14. 15. 16. 17. 18. 19. 20. 21. 22. 23. 24. 25. 26. 27. 28. 29. 30. 31. 32. Ang Pue v. Secretary of Commerce and Industry, 5 SCRA 645 Lim Tong Lim v. PFGIL, 317 SCRA 728 Ona v. Commissioner of Internal Revenue, 45 SCRA 74 Hrs. of Tan Eng Kee v. CA, 341 SCRA 740 Aguila v. CA, 319 SCRA 246 Lyons v. Rosenstock, 56 Phil 632 Arbes v. Polistico, 53 Phil 489 Martinez v. Ong Pong Co, 14 Phil 726 Ramani v. CA, 196 SCRA 731 Catalan v. Gatchalian, 105 Phil 1270 Pang Lim v. Loseng 42 Phil 282 Leyte-Samar Sales v. Cea, 93 Phil 100 de la Rosa v. Ortega Go-Cotay, 48 Phil 605 Ormachea Tin-Congco v. Trillana, 13 Phil 194 Liwanag v. CA, 281 SCRA 225 Pioneer Insurance v. CA, 175 SCRA 668 Angeles v. Secretary of Justice, G. R. No. 142612, July 29, 2005 Rojas v. Maglana, 192 SCRA 110 Idos v. CA, 296 SCRA 205 Tocao v. CA, 342 SCRA 20 Sy v. CA, 313 SCRA 328 Commissioner of Internal Revenue v. Sutter, 27 SCRA 152 Lota v. Tolentino, 90 Phil 829 Sison v. McQuaid, 94 Phil 201 Villanueva v. De Leon, 47 Phil 76 Bernardo v. Pascual v. WCC, 109 Phil 936 Fue Leung v. IAC, 169 SCRA 253 Singa-Chan v. Chua, 363 SCRA 251 Yu v. NLRC, 224 SCRA 75 Santiago Syjo, Inc. V. Castro, 175 SCRA Villareal v. Ramirez, 406 SCRA Ortega v. CA, 245 SCRA 529

33. Mendiola v. CA, 497 SCRA 346


Your Groupings: Assignment 1. Arts.1767-1783 Jose Acas Reynil Arcide Rowtir Banquerigo 2. Arts. 1784-1809 Arman Catacutan Alexylle Concepcion Cherry Culminas Jessa Dagpin 3. Arts. 1810-1814 Kyle De Villa Gretel de los Santos Kevin Diana Naokichi Donggay 4. Arts. 1815-1827 Francis Filipinas Kathlyn Gamallo Gesta Gamo Gilbert Ganir 5. Arts. 1828-1841 Carolyn Jaugan Alana Khio Edgar Lentorio Andrew Liu Jose Magno 6. Arts. 1843-1867 Rea Malcampo Abel Montejo Marjorie Porcina Juan Taleon
Nelrose Uy Marie Ybio SAMPLE FORMATs FOR YOUR GUIDANCE: A. Outlining the Code

Report Schedule June 24, 2013

June 26, 2013

July 1, 2013

July 3, 2013

July 8, 2013

July 10, 2013

SALES
Outline & Cases

I.

A. Definition: A contract where one of the contracting parties obligates himself to transfer the ownership and to deliver a determinate thing, and the other to pay a price certain in money or its equivalent. (1458) B. Elements: a. Two parties (1458) b. Obligated to each other (1458) c. Common object: determinate thing (1458) thing must be licit (1459) determinate: particularly designated/physically segregated from others of same class (1460) at time of contract - may be existing (1462) - maybe raised, or acquired or manufactured after contract [future goods] (1462) may have potential existence at time of contract (1461) - must actually come into existence - vain hope or expectancy voids sale d. One transfers ownership and delivers (1458) has right to transfer upon delivery (1459) ownership transferred upon actual or constructive delivery (1477) parties may stipulate ownership transfers only after full payment (1478) e. Other pays price certain (1458) i. money, or ii. equivalent price certain (1469) - with reference to another thing certain, or - its determination subject to judgment of specified person/s - gross inadequacy in price does not void contract (1470), but may indicate defective consent or different intention (i.e., donation) - simulated price voids sale, unless different intention proved (1471) - price of securities, grain, liquids, etc. certain when fixed at price sold on definite day, exchange or market, or above/below the amount which should be certain (1472) - if price not determined, contract is ineffective (1474) o but if thing partially delivered/appropriated by buyer, he must pay reasonable price (1474) o reasonable price is a question of fact (1474) f. Meeting of minds [perfection of sale] (1475) determinate thing price g. Reciprocally demandable (1479) An accepted unilateral obligation is binding if supported by consideration distinct from the price (1479) C. Types: a. Absolute (1458) b. Conditional (1458) D. Distinguished from other contracts a. Contract for a piece of work (1713)

Celestino & Co. v. Collector, 53 O.G. 6506 Commissioner of Internal Revenue v. Engineeering & Supply Co., L-27044,June 30, 1975 Luzon Stevedoring Co. v. Trinidad, 43 Phil. 803 La Carlota Sugar Central v. Trinidad, 43 Phil. 816 b. Contract of lease (1643) Vda. de San Jose v. Barrueco, 67 Phil. 191 c. Agency to buy or sell (1466) Puyat v. Arco Amusement Co., 72 Phil. 402 Quiroga v. Parsons Hardware Co., 38 Phil. 501 d. Barter (1638) e. Dacion en pago (1245) B. Analyzing the cases:
TOPIC COMMODATUM CASE TITLE Case No. 1 G.R. No. 115324 February 19, 2003 PRODUCERS BANK OF THE PHILIPPINES (now FIRST INTERNATIONAL BANK) vs. HON. COURT OF APPEALS AND FRANKLIN VIVES Second Division FACTS Facts: Doronilla is in the process of incorporating his business and to comply with one of the requirements of incorporation, he caused Vives to issue a check which was then deposited in Doronillas savings account. It was agreed that Vives can withdraw his money in a months time. However, what Doronilla did was to open a current account and instructed the bank to debit from the savings account and deposit it in his current account. So when Vives checked the savings account, the money was gone. Issue: Is the contract a mutuum or commodatum? Ruling: Supreme Court held that the contract is a commodatum. Although in a commodatum, the object is a non-consumable thing, there are instances where a consumable thing may be the object of a commodatum, such as when the purpose is not for consumption of the object but merely for exhibition (Art. 1936). Thus, if consumable goods are loaned only for purposes of exhibition, or when the intention of the parties is to lend consumable AFFIRMS/OVERTURNS Did not reiterate or overturn a doctrine, the Supreme Court merely cited a provision, Article 1936 of the Civil Code which provides: Consumable goods may be the subject of commodatum if the purpose of the contract is not the consumption of the object, as when it is merely for exhibition. COMPARATIVE FACTS N/A

PERTINENT RULE

Although in a commodatum thing, there are instances w object of a commodatum, s consumption of the object Thus, if consumable goods exhibition, or when the inte consumable goods and to h the end of the period agree and not a mutuum.

goods and to have the very same goods returned at the end of the period agreed upon, the loan is a commodatum and not a mutuum.

Case No. 2 G.R. No. L-24968 April 27, 1972 SAURA IMPORT and EXPORT CO. vs. DEVELOPMENT BANK OF THE PHILIPPINES En Banc

Facts: Saura applied to the Rehabilitation Finance Corporation (RFC), before its conversion into DBP, for an industrial loan to be used for construction of factory building, for payment of the balance of the purchase price of the jute machinery and equipment and as additional working capital. In Resolution No.145, the loan application was approved to be secured first by mortgage on the factory buildings, the land site, and machinery and equipment to be installed. The mortgage was registered and documents for the promissory note were executed. The cancellation of the mortgage was requested to make way for the registration of a mortgage contract over the same property in favor of Prudential Bank and Trust Co., the latter having issued Saura letter of credit for the release of the jute machinery. As security, Saura execute a trust receipt in favor of the Prudential. For failure of Saura to pay said obligation, Prudential sued Saura. After 9 years after the mortgage was cancelled, Saura sued RFc alleging failure to comply with tits obligations to release the loan proceeds, thereby prevented it from paying the obligation to Prudential Bank. The trial court ruled in favor of Saura, ruling that there was a perfected contract between the parties ad that the RFC was guilty of breach thereof. Issue: Was there a perfected contract between the parties? Ruling: The Court held in the

Article 1934 provides: An a by way of commodatum or parties, but the commodatu perfected until delivery of t undoubtedly offer and acce application for a loan of mo the respondent corporation executed and registered, th contract.

affirmative.