Partnership

Topics: Partnership, Corporation, Types of business entity Pages: 61 (7850 words) Published: February 17, 2015
ATENEO CENTRAL BAR OPERATIONS 2007
Civil Law
SUMMER REVIEWER
CHAPTER 1: GENERAL PROVISIONS
PARTNERSHIP - a contract wherein two or more
persons bind themselves to contribute money,
property, or industry to a common fund, with
the intention of dividing the profits among
themselves. (see Art. 1767, CC)

(General Professional Partnership, Art.1767¶2)
Two or more persons may also form a partnership
for the exercise of a profession.
ELEMENTS OF A PARTNERSHIP:
There shall be a partnership whenever:
1. There is a meeting of the minds;
2. To form a common fund;
3. With intention that profits (and losses) will be
divided among the contracting parties.
ESSENTIAL FEATURES:
1. There must be a VALID CONTRACT.
2. The parties must have LEGAL CAPACITY to
enter into the contract.
3. There must be a mutual contribution of
money, property, or industry to a COMMON
FUND.
4. There must be a LAWFUL OBJECT.
5. The purpose or primary purpose must be to
obtain PROFITS and DIVIDE the same
among the parties.

CHAPTER 2: OBLIGATIONS OF PARTNERS
Art. 1784. A partnership begins from the moment
of the execution of the contract, unless it is
otherwise stipulated.
EXCEPTIONS:
1. Where immovable property/real rights are
contributed (Art. 1771)
a. Public instrument is necessary
b. Inventory of the property contributed
must be made, signed by the
parties and attached to the public
instrument otherwise it is VOID
2. When the contract falls under the
coverage of the Statute of Frauds (Art.
1409)
3. Where capital is P3,000 or more, in money
or property (Art. 1772)
a. Public instrument is necessary
b. Must be registered with SEC
NOTE:
• SEC Opinion, 1 June 1960: For purposes of
convenience in dealing with government
offices and financial institutions, registration
of partnership having a capital of less than
Php 3,000 is recommended.
SEPARATE JURIDICAL PERSONALITY





It is also required that the articles of partnership
must NOT be kept SECRET among the
members; otherwise, the association shall have
no legal personality and shall be governed by the
provisions on CO-OWNERSHIP (Art. 1775).
"kept secret among the members" = secrecy
directed not to third persons but to some of the
partners

CHARACTERISTICS:
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nature (Art. 1767,
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1784)
2. Separate juridical personality (Art. 1768)
3. Delectus personae
4. Mutual Agency (Art. 1803)
5. Personal liability of partners for partnership
debts
FORM OF PARTNERSHIP CONTRACT

Art.

1768. The partnership has a juridical
personality separate and distinct form that of
each of the partners, even in case of failure to
comply with the requirements of Article 1772,
first paragraph.

As a JURIDICAL PERSON, a partnership may:
1. acquire and possess property of all kinds;
2. incur obligations; and
3. bring civil or criminal actions,
in conformity with the laws and regulations of their
organization. (See Art. 46)
PRINCIPLE OF DELECTUS PERSONARUM
DELECTUS PERSONAE—The selection or choice of
the person.
Implications: (Dean Villanueva)

GENERAL RULE: No special form is required for the
validity of a contract. (Art. 1356)
—Adviser: Dean Cynthia Roxas-Del Castillo; Heads: Joy Marie Ponsaran, Eleanor Mateo; Understudies: Joy Stephanie Tajan, John Paul Lim; Subject Head: Thea Marie Jimenez; Pledgees: Naealla Rose Bainto, Sandra May Maclang—

Civil Law Summer Reviewer
ATENEO CENTRAL BAR OPERATIONS 2007



The assignment of a partner of his share
does not make assignee a partner (Art.
1804 and 1813)
The existence of the partnership is closely
tied-up to the particular contractual
relationship of the partners (see instances of
dissolution of the partnership upon change of
contractual relationship.)

Ortega v. CA, G.R. No. 109248, July 3, 1995
Doctrine of Delectus Personae:
The birth and life of a partnership at...
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