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Chapter 1 - General Provisions\par
Characteristics\b0 :\par
Consensual\par
Nominate\par
Bilateral\par
Onerous\par
Commutative\par
Principal\par
Preperatory\par
\par
\b Essenstials:\b0\par
There must be a valid contract\par
The parties must be capacitated to enter into the contract\par
There must be a mutual contribution of money, property, or industry to a common
fund\par
The object must be a lawful one\par
The primary purpose is to obtain profit and divide the same among themselves\par
\par
\b Cannot become a partner:\b0\par
Unemancipated minors\par
Insane or demented persons\par
Deaf-mutes who do not know how to write\par
Persons suffering from civil interdiction\par
Incompetents who are under guardianship\par
\par
\b Effect of an Unlawful Partnership:\par
\b0 The contract is void\par
The profits will be confiscated in favor of the government\par
The instrument or tools and proceeds of the crime shall also be forfeited in fav
or of the government\par
The contributions of the partners shall not be confiscated unless they fall in n
o. 3\par
\par
\b Capital of P3000 or more (money or property):\par
\b0 The contract must appear in a public instrument\par
It must be recorded or registered with the Securities and Exchange Commission\pa
r
\par
\b Immovable Property:\par
\b0 The contract must be in a public instrument\par
Inventory of the property must be made, signed by the parties, and attached to t
he public instrument\par
\par
\b\par
Chapter 2 -Obligations of the Partners (Section 1 - Obligations of the Partners
among Themselves)\par
Relations created by a contract of partnership:\par
\b0 Relations among the partners themselves\par
Relations of the partners with the partnership\par
Relations of the partners with third persons with whom it contracts\par
Relations of the partnership with such third persons\par
\par
\b Obligations of a Partner:\par
\b0 To give his contribution\par
Not to convert firm money or property for his own use\par
Not to engage in unfair competition with his own firm\par

Pay for damages caused by his fault\par

\par
\b Rights of a Partner:\par
\bullet\b0 Property rights\par
\tab Rights to specific partnership property\par
\tab Rights to interest in the partnership\par
\tab Rights to participate in management\par
\b\bullet\b0 Right to associate with another person in his share\par
\b\bullet\b0 Right to inspect and copy partnership books\par
\b\bullet\b0 Right to demand a formal account\par
\b\bullet\b0 Right to ask for dissolution of firm at the proper time\par
\par
\b Duties of Every Partner:\par
\b0 duty to contribute what had been promised\par
duty to deliver the fruits of what should have been delivered\par
duty to warrant\par
duty to preserve said property with the diligence of a good father of a family p
ending delivery to the partnership\par
duty to indemnify the partnership for any damage caused to it by delay in its co
ntribution\par
\par
\b How Appraisal is made:\par
\b0 Firstly, as prescribed by the contract\par
Secondly, by Experts chosen by the parnters, and at current prices\par
\par
\b Obligation with respect to contribution of money and money converted to perso
nal use:\par
\b0 To contribute the amount promised on the the date due\par
To reimburse any amount that he has converted for his own personal use\par
To pay the agreed or legal interest if he fails to pay his contribution on time
or amount converted for personal use\par
To indemnify the partnership for the damages caaused to it by delay\par
\par
\b Industrial Partner \b0 - one who contributes industry or labor, he is excempt
ed from losses, cannot engage in any business for himself unless the partnership
expressly permits him to do so\par
\par
\b Capitalist \b0 - one who contributes capital, can engage in other business ot
her than that of same enterprise of his firm\par
\par
\b Profits:\par
\b0 First, according to agreement\par
Second, according to his capital contribution\par
\par
\b Losses:\par
\b0 First, the stipulation as to losses\par
Second, according to profit ratio\par
Third, according to capital contribution\par
\par
\b When a Capitalist Partner is obliged to sell his interest to the other partne
rs:\par
\b0 If there is imminent loss of the business of the partnership\par
If he refuses to contribute an additonal share to the capital\par
If there is no agreement to the contrary\par
\par
\b Rules if Managing Parnter Collects a Credit\par
\b0 Existince of at least 2 debts\par
Both Sums are demandable\par
Collecting Partner is a managing partner\par
\par

\b Types of Managers:\par
Appointment in Articles of Partnership:\par
\b0 - power is irrevocable without just or lawful cause\par
- controlling partners should vote to remove him for JUST cause\par
- UNANIMITY is needed to remove him WITHOUT cause\par
\par
\b Appointment Other than in the Arictles of Partnership:\par
\b0 - power may be revoked any time, with or without just cause\par
- contrlling partners should vote him out\par
\par
\b When there are Two or More Managers (1801):\par
\b0 two or more partners are managers\par
no specification of respective duties\par
there is no stipulation requiring unanimity\par
*these managers can act without the consent of all the others\par
*if any of them oppose the acts, the decision of the majority shall prevail.\par
*in case of a tie, it is decided by the controlling interest\par
\par
\b Chapter 4 - Limited Partnership\par
Characteristics of a Limited Partnership:\par
\b0 is formed by compliance with the statutory requirements\par
one or more general partners control the business and are personally liable to c
reditors\par
one ore more limited partners contribute to the capital and share in the profits
but do not participate in the management of business\par
limited partners may ask for the return of their capital contributions\par
debts are paid out of the comoon fund and the individual properties of the gener
al partners\par
\par
\par
}