DELECTUS PERSONAE

(i) Assignment of a Ppartner of Hhis Sshare Ddoes NOT Mnot make Aassignee a Ppartner (Arts. 1804, 1813)
The birth and life of a partnership at will is predicated on the mutual desire and consent of the partners. The right to
choose with whom a person wishes to associate himself is the very foundation and essence of that partnership. Its
continued existence is, in turn, dependent on the constancy of that mutual resolve, along with each partners
capability to give, it, and the absence of a cause for dissolution provided by the law itself.
Ortega v. Court of Appeals, 245 SCRA 529 (1995).
(ii) An unjustified dissolution by a partner can subject him to action for damages because by the mutual
agency that arises in a partnership, the doctrine of delectus personae allows the partners to have the power,
although not necessarily the right, to dissolve the partnership. Tocao v. Court of Appeals, 342 SCRA 20 (2000).
(iii) Generally understood to mean an organization formed for some temporary purpose, a joint venture is
likened to a particular partnership or one which "has for its object determinate things, their use or fruits, or a specific
undertaking, or the exercise of a profession or vocation." The rule is settled that joint ventures are governed by the
law on partnerships which are, in turn, based on mutual agency or delectus personae. Realubit v. Jaso
MAAN: BASICALLY MUTUAL AGENCY XA
Q: why the practice of profession is exclusive to partnership?
A: in partnership
may "DUTY OF LOYALTY"
c. Duty of Loyalty: Capitalist Partners Cannot Engage for Their Own Account in Similar Partnership
Business (Art. 1808) Industrial Partner Cannot Engage in Any Form of Business (Art. 1789) Partners in
General Cannot Engage in Competitive Business
When the partnership arrangement has been terminated, the former partners are no longer prohibited in
pursuing the same business as that for which the partnership was constituted. Halon v. Haussermann, 40
Phil. 796 (1920).
An industrial partner is not deemed to have violated to the other partners by having delivered on the particular
service required of her and devoting her time serving in the judiciary which is not considered to be engaged in an
activity for profit. Evangelista & Co. v. Abad Santos, 51 SCRA 416 (1973).
Actually mas may limitation sa industrial partner kasi services rather than capital yung contribution nya
sa corporation kasi, as long as you manage the busines sin good faith, oks lng... sa partnership, you are
basically the agents on one another, so by doing other business apart from your nature of business is
considered a breach of that partnership