Art 1810. ☆☆☆ (Memorize) 1.

When a partnership liability results, he is liable as though he were an actual

member of the partnership;
The property rights of a partner are:
2. When no partnership liability results, he is liable prorate with the other
1. His rights in specific partnership property
persons if any, so consenting to the contract or representation as to incur
2. His interest in the partnership
liability, otherwise separately.
3. His right to participate in the management
When a person has been this represented to be a partner in an existing partnership, or
with one or more persons not actual partners, he is an agent of the person consenting
Art. 1813.
to such representation to bind them to the same extent and in the same manner as
Effects of conveyance:
though he were a partner in fact, with respect to persons who rely upon the
1. Does not dissolve partnership
representation. When all the members of the existing partnership consent to the
2. Does not entitle assignee to:
representation, a partnership act or obligation results; but in all other cases it is the
a. Interfere w/ mgt
joint act or obligation of the person acting and the persons consenting to the
b. Require info/accout
representation.
c. Inspect partnership books

Art. 1828 ☆☆☆

Art. 1815. ☆☆
Every partnership shall operate under a firm name which may or may not include the
name of one or more of the partners.
Those who, not being members of the partnership, include their names in the firm
name, shall be subject to the liability of a partner.
- Sycip case ruling, abandoned. Rule 3.02 of the Code of Professional
Responsibility provides that the continued use of the name of a deceased
partner is permissible provided that the firm indicates in all its
communications that said partner is deceased.
- Non partners who include their name are subject to liability of a partner w/
regard to 3rd persons. (estoppel)
Art. 1816. ☆☆☆
All partners, including industrial ones, shall be liable pro rata with all their property
and after all the partnership assets have been exhausted, for the contracts which may
be entered into in the name and for the account of the partnership. However, any
partner may enter into a separate obligation to perfrom a parthership contract.
Art. 1825 ☆☆☆ Study very well!
When a person, by words spoken or written or by conduct, represents himself, or
consents to another representing him to anyone, as a partner in an existing partnership
or with one or more persons not actual partners, he is liable to any such persons as to
whom such representation has been made, who has, on the faith of such representation
given credit to the actual or apparent partnership, and if he has made such
representation or consented to its being made in a public manner he is liable to such
person, whether the representation ha or has not been made or communicated to such
person so giving credit by or with he knowledge of the apparent partner making the
representation or consenting to its being made:
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 upon of the business.
Art. 1830. ☆☆☆☆
Dissolution is caused:
1. Without violation of the agreement between the partners:
a. By the termination of the definite term or particular undertaking
specified in the agreement;
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 of the partners who have not assigned their
interests or suffered them to be charged for their separate debts,
either before or after the termination of any specified term or
particular undertaking;
d. By the expulsion of any partner form the business boa fide in
accordance with such a power conferred by the agreement between
the partners;
2. In contravention of the agreement between the partners, where the
circumstances do not permit a dissolution under any other provision of this
article, by the express will of any partner at any time;
3. By any event which makes it unlawful for the business of the partnership to
be carried out on or for the members to carry it on in partnership;
4. When a specific thing, a partner had promised to contribute to the partnership,
perishes before the delivery; in any case by the loss of the thing, when the
partner who contributed it having reserved the ownership thereof, has only
transferred to the partnership the use or enjoyment of the same; but the
partnership shall not be dissolved by the loss of the thing when it occurs after
the partnership has acquired the ownership thereof;
5. By the death of any partner;
 6. By the insolvency of any partner or of the partnership; Dissolution – the dissolution of a partnership is the change in the relation of the
7. By the civil interdiction of any partner; partners caused by any partner ceasing to be associated in the carrying on as
8. By decree of court under the following article. distinguished from the winding upo of the business.

Art. 1831. When the court can decree a dissolution: LMCPI

- Partner declared insane General partnership Ltd partnership
- Incapable of performing his part Personally liable for partnership Liable in so far to his capital
- Guilty of prejudicial conduct obligations contribution
- Willful breach of partnership agreement Manner of mgt not agreed upon, each Cannot exercise management
- Business loss gen. partner has equal right to manage
- It would be equitable to dissolve the business.
May contribute money, property, or Must contribute cash or property. No
industry services
Proper party to proceeding Not a proper part
Art. 1839. ☆☆☆ MEMORIZE V. IMPORTANT. KNOW THE RULES. His name may appear in the firm name Name cannot appear in the firm name
In settling accounts between the partners after dissolution, the following rules shall be
observed, subject to any agreement to the contrary:
1. The assets of the partnership are:
a. The partnership property,
b. The contributions of the partners necessary for the payment of all
the liabilities specified in No. 2
2. The liabilities of the partnership shall rank in order of payment, as follows:
a. Those owing to creditors other than partners,
b. Those owing to partners other than for capital and profits
c. Those owing to partners in respect of capital
d. Those owing to partners in respect of profits
3. The assets shall be applied in the order of their declaration in No. 1 of this
article to the satisfaction of the liabilities.
4. The partners shall contribute, as provided by Article 1797, the amount
necessary to satisfy the liabilities.
5. An assignee for the benefit of creditors or have the right to enforce the
contributions specified in the preceding number.
6. Any partner or his legal representative shall have the right to enforce the
contributions specified in No. 4, to the extent of the amount which he has
paid in excess of his share of the liability.
7. The individual proprety of a deceased partner shall be liable for the
contributions specified in No. 4
8. F
9. Insolvent partner
a. Those owing to separate creditors
b. Those owing to partnership creditors
c. Those owing to partners by way of contribution

Partnership