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SUMMER REVIEWER
HIP: the same
among the
CHAPTER There shall parties.
1: be a
GENERAL partnership It is also
PROVISIO whenever: required that
NS the articles
There is a of
meeting of partnership
must NOT
PARTNERS the minds; be kept
HIP - a To form a
common SECRET
contract among the
wherein two fund; members;
or more With
intention that otherwise,
persons the
bind profits (and
association
themselves losses) will shall have
to contributebe divided no legal
money, among the
personality
property, or contracting and shall be
industry to a parties. governed by
common the
fund, with ESSENTIAL provisions
the intention FEATURES: on CO-
of dividing OWNERSHI
the profits There must P (Art.
among be a VALID 1775).
themselves. CONTRACT. "kept
(see Art. The parties secret
1767, CC) must have among the
LEGAL members"
CAPACITY = secrecy
(General to enter into directed not
Profession the contract. to third
al persons but
Partnershi There must to some of
p, be a mutual the partners
Art.17672) contribution
of money, CHARACTE
Two or property, or RISTICS:
more industry to a
persons COMMON
may also FUND. QuickTime and a
1. Essentially
form a There must TIFF
contractual(Unco
partnership be a
mpressed)
decompressor
LAWFUL innature
for the (Art. 1767,
exercise of OBJECT. are needed to see this
picture.
a The purpose
1784)
profession. or primary Separate
purpose
juridical
must be to
ELEMENTS obtain personality
OF A (Art. 1768)
PROFITS
PARTNERS and DIVIDE Delectus
personae
Mutual money or
Agency property
(Art. 1803) (Art. 1772)
Personal
liability of Public
partners for instrument is
partnership CHAPTER necessary
debts 2: Must be
FORM OF OBLIGATIO registered
PARTNERS NS OF with SEC
HIP PARTNERS
CONTRAC NOTE:
T
Art. 1784. A SEC
GENERAL partnership Opinion, 1
RULE: No begins from June 1960:
special form the moment For
is required of the purposes of
for the execution convenience
validity of a of the in dealing
contract. contract, with
(Art. 1356) unless it is government
otherwise offices and
stipulated. financial
institutions,
EXCEPTION registration
S: of
partnership
Where having a
immovable capital of
property/rea less than
l rights are Php 3,000 is
contributed recommend
(Art. 1771) ed.
Public
instrument is SEPARATE
necessary JURIDICAL
Inventory of PERSONAL
the property ITY
contributed
must be
made,
signed by the
parties and
attached to
the public
instrument
otherwise it
is VOID
When the
contract
falls under
the
coverage of
the Statute
of Frauds
(Art. 1409)
Where
capital is
P3,000 or
more, in
separate bring civil or
and distinct criminal
form that of actions,
each of the in conformity
partners, with the
even in laws and
case of regulations
failure to of their
comply with organization
the . (See Art.
requirement 46)
s of Article
1772, first PRINCIPLE
paragraph. OF
DELECTUS
As a PERSONAR
JURIDICAL UM
PERSON, a
partnership DELECTUS
may: PERSONAE
The
acquire and selection or
possess choice of the
Art. 1768. property of person.
The all kinds;
partnershi incur Implication
p has a obligations; s: (Dean
juridical and Villanueva)
personality
Del Elean anie Tajan, John
Castill or Paul Lim; Subject
Adviser o ; Mateo Head: Thea Marie
: Dean Heads: ; Jimenez; Pledgees:
Cynthi Joy Under Naealla Rose
a Marie studie Bainto, Sandra
Roxas- Ponsa s: Joy May Maclang
ran, Steph
Civil Law instances of
dissolution of the
Summer partnership upon
Reviewer change of
contractual
relationship.)
ATENEO
CENTRAL BAR
OPERATIONS Ortega v. CA, G.R.
2007 No. 109248, July
3, 1995
The assignment
of a partner of his
share does not Doctrine of
make assignee a Delectus
partner (Art. 1804 Personae:
and 1813)
The existence of
The birth and life of
the partnership is
a partnership at
closely tied-up to
will is predicated
the particular
on the mutual
contractual
desire and consent
relationship of the
of the partners.
partners (see
The right to makes the
choose with partnership liable
whom a person (Art. 1822)
wishes to
associate himself Partnership bound
is the very to make good
foundation and losses for acts or
essence of that misapplications of
partnership. partners (Art.
1823)
MEANING of UNLIMITED
MUTUAL LIABILITY
AGENCY (According to
Dean Villanueva)
(According to All partners are
Dean Villanueva) liable pro rata with
all their properties
In the absence of and after
contractual partnership assets
stipulation, all have been
partners shall be exhausted, for all
considered partnership debts
agents and (Art. 1816)
whatever any one
of them may do Any stipulation
alone shall bind against personal
the partnership liability of partners
(Art. 1803[1], for partnership
1818) debts is void ,
except as
Partners can
among them (Art.
dispose of 1817QuickTim)e and a TIFF
partnership (Uncompressed) decompressor
property even
when in All partners
are
partnership name arenededliabletoseethi
(Art. 1819) s picture
solidarily. with
the partnership for
An admission or everything
representation chargeable to the
made by any partnership when
partner caused by the
concerning wrongful act or
partnership affairs omission of any
is evidence partner acting in
against the the ordinary course
partnership (Art. of business of the
1820) partnership or with
authority from the
Notice to any other partners and
partner of any for partner's act or
matter relating to misapplication of
partnership affairs properties (Art.
is notice to the 1824)
partnership (Art.
1821)
Wrongful act or
omission of any
partner acting for
partnership affairs
A newly admitted
partner into an
existing
partnership is
liable for all the
obligations of the
partnership
arising before his
admission but out OWNERS
of partnership
property shares
(Art. 1826)
Partnership
creditors are
preferred to those HIP
of each of the
partners as
regards the
partnership
property (Art.
1827)
Upon dissolution
of the partnership,
the partners hall
contribute the
amounts
necessary to
satisfy the HIP
partnership
liabilities (Art.
1839[4], [7])
PARTNERSHIP
DISTINGUISHED
FROM CO-
OWNERSHIP
AND
CORPORATION
PARTNERS Creation
Created by a
CO-
CORP Created by
Created by
contract, by
law
law
personality
mere
separate and
separate
agreement of
distinct from
that of each
Juridical
Has a
from that of
None
Has a
partner
personal
juridical
each
juridical
ity
personality
stockholder
Purpose existenc
Realization of
Common
Depends
extendible
e
profits
enjoyment
on AOI
to not more
of a thing
than 50
or right
years in
Duration/
No limitation
10 years
50 years
any one
Term of
maximum
maximum,
instance
prior
Disposal
Partner may
by all
Co-owner
Stockholde
consent of
/
not dispose
r has a
Transfer other
of his
do so
right to
ability of
stockholder
individual
transfer
interest
interest
s
Power to
shares In absence of
Co-owner
Manageme
unless
act with
stipulation to
without
cannot
nt is vested
agreed upon
3rd
contrary, a
with the
represent
Page 158 of 297
ATENEO
CENTRAL BAR
OPERATIONS ownership
2007
Dissoluti
persons May be
partner may May be
the co- Can only
Board of on
dissolved at
dissolved
bind
be
ownership
Directors
any time by
anytime by
partnership
dissolved
or all of the
any or all of
is agent of consent of
partners
the co-
the state
partnership)
owners
Effect of
Death of
# of
Death of
Minimum of 2
Death of
Minimum of
death
Minimum of
partner
incor-
co-owner
persons
stockholder
2 persons
5
results in porators
does not
does not
incorporato
dissolution of
necessarily
dissolve
partnership rs
dissolve Commen
From the legal personality.
None In a joint account,
From date the participating
cement merchants can
moment of transact business
under their own
of issuance name, and can be
of individually liable
execution of therefore; and
limited to a singleTIFFtransaction,
certificate (Ucompressed)decompressor
although the
personal business
of of pursuing to a
ity successful
termination may
continue for a
incorporati number of years;
a partnership
generally relates
to a continuing
business of
on by the various
transactions of a
certain kind.
SEC
It would seem that
under Philippine
Heirs of Tan Eng law, a joint
Kee v. CA, G.R. venture is a
No. 126881,. FORM of
October 3, 2000 PARTNERSHIP,
specifically a
Particular
partnership
distinguished
from joint venture
particular
A particular partnership which
partnership is has for its object
distinguished from specific
joint venture, to wit: undertaking.
Partnership by
Estoppel under
Art. 1770. A
Article 1825
partnership must
have a lawful
OTHER RULES object or
TO DETERMINE purpose, and
WHETHER A must be
established for
PARTNERSHIP the common
EXISTS: (See Art. benefit or
1769) interest of the
Co-ownership or partners.
co-possession
does not of itself When an
establish a unlawful
partnership partnership is
dissolved by a
The sharing of judicial decree,
gross returns does the profits
not of itself
establish a shall be
partnership, confiscated in
whether or not the favor of the
persons sharing State, without
them have a joint prejudice to the
or common right or provisions of the
Where a part of
Penal Code the business of a
governing the partnership is
confiscation of legal and a part
the instruments illegal, an account
and effects of a of that which is
crime. legal may be had.
Where, without
EFFECTS OF AN the knowledge or
UNLAWFUL participation of the
PARTNERSHIP: 1. partners, the firm's
The contract is profits in a lawful
void ab initio and business have
the been increased by
wrongful acts, the
partnership never innocent partners
existed in the eyes are not precluded
of the law. (Art. as against the
1409[1]) guilty partners
from recovering
2. The profits their share of the
profits. (De Leon,
shall be
p. 65)
confiscated in
favor of the
government. (Art.
1770) WHO MAY BE
3. The instruments or PARTNERS
tools and proceeds of the
QuickTime and a
crime
shallTIFFalso(Uncmprbessed)forfeit
GENERAL RULE:
eddcompressorin favor of the Any person
are needed to see this picture.
capacitated to
government. (Art.
contract may enter
1770, Art. 45-
into a contract of
RPC)
partnership.
The contributions
EXCEPTIONS:
of the partners
shall not be
confiscated unless Persons who are
they fall under no. prohibited from
3. (See giving each other
any donation or
advantage
Arts. 1411 and
cannot enter into
1412)
a universal
partnership. (Art.
NOTE: Judicial 1782)
decree is not Persons
necessary to suffering from
dissolve an civil interdiction.
unlawful Persons who
partnership. cannot give
consent to a
contract:
Minors
insane persons
deaf-mutes who
EFFECT OF
do not know how
PARTIAL
to write
ILLEGALITY:
MAY
CORPORATIONS the business
ENTER INTO venture to be
undertaken by the
PARTNERSHIP? partnership is in
line with the
Philippine business
Corporate Law authorized by the
(2001) by Dean charter or AoI.
Villanueva (p.
902) citing various If it is a foreign
SEC Opinions: corporation, it
must obtain a
Corporations may license to transact
enter into business in the
partnership country in
agreements on the accordance with
following the Corporation
conditions: Code of the
Authority to enter Philippines.
into a partnership
relation is
expressly WHEN
conferred by the IMMOVABLES
charter or the OR REAL
articles of RIGHTS
incorporation (AoI),
and the nature of CONTRIBUTED
CONDITION OF Instrument, No
Inventory
PARTNERSHIP
WHERE REAL
BAUTISTA, E.
DE LEON
With Public
PROPERTY IS
VOID
VOID
Instrument, No
CONTRIBUTED
Inventory
Instrument, With
registry of
Inventory
VALID
property;
may compel
partnership
execution of
agreement may
public instrument
be enforced (cf.
No Public
so it may be
Arts. 1356 to
VOID
1358)
NOTE:
With Public
Torres v. CA, 320
SCRA 428 (1999)
VALID
Partnerships
void under
Art.1773, in
relation Art. 1771
may still be
considered either
de facto or
estoppel
partnerships vis--
Instrument, With vis third persons;
may even be
VALID treated as an
ordinary contract
from which rights
and obligations
may validly arise,
although not
exactly a
Inventory partnership under
the Civil Code.
Failure to
prepare an
inventory of the
immovable
property
contributed, in
spite of article
1773 declaring the comprises all that
partnership void the partners may
would not render acquire by their
the partnership industry or work
void when: during the
NO THIRD PARTY existence of the
INVOLVED (since partnership
Art. 1773 was
intended for the NOTE: Persons
protection of 3rd who are
parties; prohibited from
Partners have giving donations
MADE A CLAIM or advantage to
ON THE each other cannot
PARTNERSHIP enter into a
AGREEMENT. universal
partnership. (Art.
1782)
CLASSIFICATION
S OF 2. PARTICULAR
PARTNERSHIP PARTNERSHIP
has for its
AS TO EXTENT objects:
OF ITS SUBJECT
MATTER Determinate
things
UNIVERSAL Their use or fruits
PARTNERSHIP Specific
undertaking
UNIVERSAL Exercise of
PARTNERSHIP OF profession or
ALL PRESENT vocation
PROPERTY -
comprises the AS TO LIABILITY
following: OF PARTNERS
Property which
belonged to each 1. GENERAL
of the partners at PARTNERSHIP
the time of the consists of
constitution of the general partners
partnership who are liable pro
Profits which they rata and
may acquire from subsidiarily and
all property sometimes
contributed solidarily with their
UNIVERSAL separate property
PARTNERSHIP OF for partnership
PROFITS - debts.
Page 161 of 297
PARTNERSHIP KINDS OF
AT WILLone in PARTNERS:
which no time is
specified and is CAPITALIST
not formed for a one who
particular contributes
undertaking or money or
venture which property to the
may be common fund
terminated INDUSTRIAL
anytime by one who
mutual agreement contributes only
PARTNERSHIP his industry or
WITH A FIXED personal service
TERMthe term
for which the GENERALone
partnership is to whose liability to
exist is fixed or 3rd persons
agreed upon or extends to his
one formed for a separate property
particular LIMITEDone
undertaking whose liability to
3rd persons is
AS TO limited to his
LEGALITY OF capital
EXISTENCE contribution
DE JURE MANAGING
PARTNERSHIP one who
one which has manages the
complied with all affairs
the legal
the
QuickTi m and a
or
requirements for businessTIFF(Uncompresse
its establishment d)of
decompressorpartnership
are needed to see this picture.
DE FACTOone 6. LIQUIDATING
which has failed one who takes
to comply with all charge of the
the legal winding up of
requirements for partnership affairs
its establishment upon dissolution
7. PARTNERS
AS TO BY ESTOPPEL
PURPOSE one who is not
really a partner
COMMERCIAL but is liable as a
OR TRADING partner for the
PARTNERSHIP protection of
one formed for innocent 3rd
the transaction of persons
business
PROFESSIONAL
CONTINUING OBLIGATIONS
PARTNERone OF THE
who continues the PARTNERS TO
business of a ONE
partnership after it
has been ANOTHER
dissolved by
reason of the OBLIGATIONS
admission of a OF THE
new partner, PARTNERS
retirement, death AMONG
or expulsion of THEMSELVES
one of the
partners
1. PROMISED
CONTRIBUTION
SURVIVING
PARTNERone
who remains after Obligations with
a partnership has respect to
been dissolved by contribution of
death of any property:
partner
SUBPARTNER to contribute at
one who is not a the beginning of
member of the the partnership or
partnership who at the stipulated
contracts with a time the money,
partner with property or
reference to the industry which he
latter's share in may have
the partnership promised to
OSTENSIBLE contribute (Art.
one who takes 1786)
active part and
known to the To answer for
public as partner eviction in case
in the business the partnership is
deprived of the
SECRETone determinate
who takes active property
part in the contributed (Art.
business but is 1786)
not known to be a To answer to the
partner by outside partnership for
parties the fruits of the
SILENTone property the
who does not contribution of
take any active which he delayed,
part in the from the date they
business although should have been
he may be known contributed up to
to be a partner the time of actual
DORMANTone delivery (Art.
who does not 1786)
take active part in To preserve said
the business and property with the
is not known or diligence of a
held out as a good father of a
partner family pending
delivery to
partnership (Art.
1163) partnership for
any damage
To indemnify caused to it by
the retention
Page 162 of 297
TIFF (Uncompressed)
decompressor
PARTNER
are needed to see this picture.
partnership
(e.g.
business --cannot engage
opportunity) in
--cannot engage
in
he cannot carry
on another
business in
competition with
business (w/n
the partnership;
same line of
business (with
he cannot avail same
himself of
knowledge or
information which
may be properly
regarded as the business with the
property of the kind of business
partnership; with
partnership)
unless
the partnership)
for
PROHIBITION
AGAINST
ENGAGING
IN
partnership
COMPETITIVE expressly
BUSINESS his own account,
permits him to do
so.
unless there is a
(Art. 1789)
stipulation to the to the common
fund the profits he
derived from the
other business;
(Art. 1808)
he shall
personally bear
contrary. the losses; (Art.
1808)
he may be ousted
form the
partnership,
especially if there
was a warning.
( Art. 1808)
Obligations with
respect to
contribution to
partnership
capital:
CONSEQUENCE
S IF AN
INDUSTRIAL Partners must
PARTNER contribute equal
shares to the
capital of the
ENGAGES IN partnership unless
ANY BUSINESS: there is stipulation
(Art. 1789) to contrary (Art.
1790)
he can be Partners
excluded from the (capitalist) must
partnership; or contribute
the capitalist additional capital
partners can avail In case of
of the benefit he imminent loss to
obtained from the the business of
business, or the partnership
and there is no
the capitalist stipulation
partners have the otherwise; refusal
right to file an to do so shall
action for create an
damages against obligation on his
the industrial part to sell his
partner, in either interest to the
case. other
Civil Law
Obligation of
Summer partner who
Reviewer receives share of
partnership credit
ATENEO
CENTRAL BAR Obliged to bring to
the partnership
OPERATIONS capital what he has
2007 received even
though he may
The capitalist have given receipt
partner refuses for his share only
deliberately to (Art. 1793)
contribute (not due
to financial Requisites:
inability)
A partner has
There is no received in whole
agreement to the or in part, his share
contrary of the partnership
Obligation of credit
managing The other partners
partners who have not collected
collects debt their shares
from person who
also owed the The partnership
partnership (Art. debtor has become
1792) insolvent
QuickTime and a
Risk is borne by
Things contributed
to be sold
PROFITS
profits is
partnership
partner is in
Specific
and stipulated -
proportion to his 3.
Purely
apply to
capital
industrial
sharing of
contribution
partner not
losses
2.
Share of
2.
If no profit liable for
industrial
sharing losses
Partner is
Power of when in bad
Vote of
appointed
managing
partners faith
manager in the
partner is Partner is
representing Power is
articles of
irrevocable appointed
controlling revocable any
partnership
without manager after
interest time for any
just/lawful constitution of
necessary to cause
Civil Law
case of tie,
Summer duties/stipulation
Reviewer
ATENEO decision of
CENTRAL BAR that each shall
OPERATIONS not
2007
partners
partnership
act w/o the other's
owning
2 or more persons consent
Each may
In case of
entrusted with
execute all acts controlling
opposition,
management of
of
interest shall
decision of
partnership
administration
majority shall
without prevail
Stipulated that
Concurrence of
Absence or
prevail; In none of the
specification of all necessary for
disability of
managing interest of
the validity of
any one
partners shall act consent
acts partnership,
cannot be
w/o the consent of
required for
court's
alleged
others
alteration of
intervention
unless there
immovable
may be
is imminent
property
sought
danger of
Other rights and
obligations of
partners:
grave or
Right to associate
another person
with him in his
share without
irreparable consent of other
partners
(subpartnership)
Right to inspect
injury to and copy
partnership books
at any reasonable
hour
partnership b. If
areneed
prejudicial to right existsdtos
ee this
underpicture. the
2. terms of any
Unanimous agreement
of what remains
c. As provided by after partnership
art 1807 debts have been
paid
d. Whenever
other NATURE OF
circumstances PARTNER'S
render it just and RIGHT IN THE
reasonable PARTNERSHIP
a share in the
profits and surplus
4. Duty to
render on demand OBLIGATION OF
true and full PARTNERS
information WITH REGARD
affecting TO THIRD
partnership to any PERSONS
partner or legal
representative of
any Every partnership
shall operate
under a firm
name. Persons
who include their
names in the
deceased partner partnership name
or of any partner even if they are
under legal not members shall
disability be liable as a
partner
Duty to account to
the partnership as All partners shall
fiduciary be liable for
contractual
PROPERTY obligations of the
RIGHTS OF A partnership with
PARTNER their property,
after all
partnership assets
His rights in have been
specific exhausted:
partnership Pro rata
property Subsidiary
His interest in the Admission or
partnership representation
His right to made by any
participate in the partner
management (Art. concerning
1810) partnership affairs
within scope of his
NATURE OF authority is
PARTNER'S evidence against
RIGHT IN the partnership
SPECIFIC
PARTNERSHIP Notice to partner
PROPERTYa of any matter
partner has an relating to
equal right to partnership affairs
possession which operates as notice
is not assignable to partnership,
and such right is except in case of
limited to the share fraud:
Knowledge, of communicated it
partner acting in to the acting
the particular partner
matter, acquired Partners and the
while a partner partnership are
Knowledge of the solidary liable to
partner acting in 3rd persons for the
the particular partner's tort or
matter then breach of trust
present to his mind
Knowledge of any
Liability of
other partner who
incoming partner
reasonably could
is limited to:
and should have
Page 165 of 297
Civil Law
usual way
Summer the
Reviewer business
ATENEO agent
CENTRAL BAR and
may
OPERATIONS
2007 of the partnership
POWER OF
PARTNER AS
AGENT OF
PARTNERSHIP
authorized
by
other
when partners
2.
Acts
of
strict
person has
knowledge
dominion
of lack of authority or
1.
Act
w/c
is
not
Does ownership:
not
bind
apparently
for
the
partnership
unless
3.
Assign
partnership
carrying of
5.
Do an act w/c
would
property
in
trust
for make
it
impossible
creditors
to carry on
ordinary
4.
Dispose of good- business
will
of
of business
partnership
a
6.
Confess
a
partnership claim
or
judgement
liability
7.
Enter
8.
into Submit
partnership
compromise
claim
or
liability
to
concerning
restriction on
authority
arbitration
QuickTime and a
to 3rd persons
having
TIFF (Uncompressed)
decompressor
actual
or
presumptive
9.
knowledge
Renounce
claim of
of the
partnership
restrictions
Acts in
contravention of a
EFFECTS OF
Partnership not CONVEYANCE
liable OF REAL
PROPERTY
BELONGING TO
PARTNERSHIP
Title in
partnership name,
Conveyance 2.
passes Buyer
Conveyance
in
partnership had
title
but
partnership
name
knowledge
of
can recover if:
lack of authority
Title in
1. partnership name,
Conveyance was Conveyance
does
Conveyance
in
partner's
not pass title but
only
not in name
the
usual
equitable
interest,
way of business,
unless:
or
more
1. Conveyance
Conveyance was passes
partners,
Conveyance
in
title
but
partnership
name if
not in partner/partners
the in
usual can recover if:
1.
Conveyance was
way of business,
not in
or the
usual
way of business,
2.
Buyer
had
or
knowledge of lack
of
authority 2.
Buyer
will
Conveyance in
name of all
knowledge pass title
of
partners
lack of authority
Title in name of
1/more/all
Conveyance will
only
partners or 3rd
person in
pass
equitable
trust
for
partnership,
interest
Conveyance
executed
in
PARTNER BY
ESTOPPELby
words or conduct,
he does any of the
ff.:
partnership name
if in name Directly represents
himself to anyone
as a partner in an
existing
partnership or in a
non-existing
partnership
of partners Indirectly
represents himself
by consenting to
another
representing him
as a partner in an
existing
partnership or in a
non existing
partnership
Page 166 of 297
Civil Law who
represented
Summer partnership
Reviewer &
all
himself & all
ATENEO those who
CENTRAL BAR those
OPERATIONS represented
2007 made
representation
liable
ELEMENTS TO
consented;
ESTABLISH
LIABILITY AS A
PARTNER ON
GROUND OF pro-rata/jointly
ESTOPPEL:
Not
Defendant all
represented partners
himself as of
partner/represente
d by others as
such and not
denied/refuted by
existing
defendant
partnership
Plaintiff relied on
such
representation
Statement of
defendant not consents
refuted
LIABILITIES IN to
ESTOPPEL
All partners
representation
Partnership is
liable
consented to
No
existing
Person
representation
who
represented
partnership &
not
all
No himself liable &
those who
represented
existing
Person
made/consented
to was induced to
consented; join through any
of the vices of
consent
representation Demand an
separately accounting (only
None in case of
dissolution)
of
partners QuickTime and a TIFF
in (Uncompressed) decompressor
are needed to see this picture.
liable D)
RESPONSIBILIT
existing Y OF
partnership PARTNERSHIP
TO PARTNERS
1. To refund
consented the amounts
disbursed by
partner in behalf
of the partnership
+ corresponding
interest from the
time the expenses
are made (loans
and advances
made by a partner
ASSIGNMENT OF
to the partnership
INTEREST IN
aside from capital
PARTNERSHIP
contribution)
Assignment is
subject to three (3)
conditions:
made in good faith
for fair To answer for
consideration obligations
after a fair and partner may have
complete contracted in
disclosure of all good faith in the
important interest of the
information as to partnership
its value business
SPECIFIC
of death, insanity, RIGHTS OF
retirement, civil LIMITED
interdiction, PARTNERS:
insolvency
Right to have
Right of limited partnership books
partner (if given) to kept at principal
demand/receive place of business
property/cash in
return for Right to
contribution inspect/copy
books at
Certificate must reasonable hour
be filed with the
SEC Right to have on
demand true and
WHEN GENERAL full info of all
PARTNER NEEDS things affecting
CONSENT/RATIFI partnership
CATION OF ALL Right to have
LIMITED formal account of
PARTNERS: partnership affairs
whenever
circumstances
Do any act in
render it just and
contravention of
reasonable
the certificate
Do any act which
would make it Right to ask for
impossible to carry dissolution and
on the ordinary winding up by
business of the decree of court
partnership Right to receive
Confess judgment share of
against partnership profits/other
compensation by paid, at least
way of income sufficient to cover
them
Right to receive
return of Consent of all
contributions members has
provided the been obtained
partnership assets Certificate is
are in excess of all cancelled/amende
its liabilities d as to set forth
withdrawal
/reduction of
REQUISITES FOR contribution
RETURN OF
CONTRIBUTION LIABILITIES OF
OF LIMITED A LIMITED
PARTNER: PARTNER
All liabilities of
partnership have To the
been paid/if not yet partnership
Page 170 of 297
Civil Law Summer Reviewer