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One who, by words or conduct does any of

the following:
1. Directly represents himself to anyone as a
partner in an existing partnership or in a
non- existing partnership
2. Indirectly represents himself by
consenting to another representing him as a
partner in an existing partnership or in a
non-existing partnership
in reality is not a partnership but is
considered a partnership only in relation to
those who, by their conduct or omission, are
precluded to deny or disprove its existence.
When Partnership is Liable. If all actual
partners consented to the representation,
then the liability of the person who
represented himself to be a partner or who
consented to such representation and the
actual partner is considered a partnership
When Liability is PRO RATA. When there
is no existing partnership and all those
represented as partners consented to the
representation, then the liability of the
person who represented himself to be a
partner and all who made and consented to
such representation, is joint or pro-rata.
When Liability is SEPARATE. When there
is no existing partnership and not all but
only some of those represented as partners
consented to the representation, or none of
the partnership in an existing partnership
consented to such representation, then the
liability will be separate.
CHARGING ORDER Art 1814, while a
separate creditor of a partner cannot attach
or levy upon specific partnership property
for the satisfaction of his credit because the
partnership assets are reserved for
partnership creditors, he can secure a
judgment of his credit and then apply to the
proper court for a charging order, subjecting
the interest of the debtor partner in the
doctrine allows the partners to have the
power, although not necessarily a right, to

dissolve the partnership. This phrase, which

literally signifies the choice of a person, is
applied to show that partners have the right
to select their copartners; and that no set of
partners can take another person into the
partnership, without the consent of each of
the partners.

LUCRUM CESSANS - Under Article 2200 of

the Civil Code, Indemnification for damages
comprehends not only the value of the loss
suffered but also that of the profits, which
the creditor fails to obtain. In other words,
lucrum cessans is also a basis for
indemnification. Also, it is the interest or
damages awarded for loss of reasonably
expected profits or for loss of use of
DISSOLUTION - Art. 1828. The dissolution of a
partnership is the change in the relation of the
partners caused by any partner ceasing to be
associated in the carrying on as distinguished
from the winding up of the business. Also in Art.
1829. on dissolution, the partnership is not
terminated, but continues until the winding up
of partnership affairs is completed.
WINDING UP according to Art 1828, is the
actual process of settling the business or
partnership affairs after dissolution, involving
the collection and contribution of partnership
assets, payment of debts, and determination of
the value of each others partners interest in
the partnership.
1. Without violation of the agreement between
the partners:
a.) By termination of the definite term/
particular undertaking specified in the
b.) By the express will of any partner, who
must act in good faith, when no definite
term or particular undertaking is specified
c. ) By the express will of all the partners
who have not assigned their interest/
charged them for their separate debts,
either before or after the termination of
any specified term or particular
d.) By the expulsion of any partner from

the business bonafide in accordance with

power conferred by the agreement