Notes in Partnerships and Corporations-12012013
I.
First Session
A.
Partnership (1767)
B.
Partnership for the exercise of a profession-personal qualification
C.
Characteristic elements of a partnership
1.
Consensual
2.
Nominate
3.
Bilateral
4.
Onerous-benefit through giving
5.
Commutative-undertaking is an equivalent
6.
Principal
7.
Preparatory-means to an end
D.
Essential features of partnership
1.
Valid contract (1771)
2.
Legal capacity to enter into contract
3.
Mutual contribution of MPI to a common fund
4.
Object is lawful (1770)
5.
Purpose to obtain profits and divide
E.
Juridical personality/delectus personae (1768, 1774, 1775)
1.
Fail to comply with 1772-ok
2.
Fail to comply with 1773 and 1775-not ok
F.
Rules to determine existence of partnership (1769)
G.
Partnership vs. Co-ownership-creation, juridical personality, purpose, duration, disposal of interest, power to act with third persons, effect of death
H.
Universal or particular (1783), general or limited (1776); partnership by estoppel (1825); capitalist, industrial, general, limited, managing and secret partner
I.
Universal partnership of all present property (1777-1779) or profits
(1780), contribution of future property not allowed
J.
Probited from donating to each other (1782)-spouses, A and C, same criminal offense and public officer
K.
Secs. 1784-1788,
L.
Prohibition on industrial partners (1789)
M.
Secs. 1790-1796
N.
Distribution of profits and losses (1797)-agreement, proportion, industrial partner not liable for losses unless he contributed
O.
Secs. 1798-1799
P.
Managing partner-acts of administration, revocation by controlling interest (1800)
Q.
Secs. 1801-1803
R.
Subpartnership (1804)
S.
Secs. 1805-1807, 1809
T.
Prohibition on capitalist partners (1808)

U.
Property rights of partners-specific partnership property, interest in the partnership and right to participate in the management (1810)
V.
Secs. 1811-1815
II.
Second Session
A.
Use name, indicate deceased
B.
All partners are liable for contractual obligations after exhaustion of assets (1816); 1816-liabilities (industrial partner liable but can recover from partners), 1797-losses (industrial partner not liable)
C.
Stipulation against 1816 is valid only as to partners (1817)
D.
Mutual agency; Binding-acts that carry out and acts authorized
(1818); unanimous consent for acts of ownership; not liable if 3 rd person knows partner is unauthorized
E.
Conveyance of real property (1819); can recover if not usual or 3 rd person knew lack of authority; Par 2 and 4, only equitable interest
F.
Admission of partner concerning partnership affairs within the scope of his authority binds the partnership (1820); after dissolution, admission binds if necessary to wind up partnership affairs (1834)
G.
Solidary liability for quasi-delict or breach of trust if partner acted in usual course or was authorized (1822-1824); 1822-quasi-delict, solidary vs. 1816-contractual, joint and subsidiary
H.
Partner/ship by estoppel (1825); no partnership + consent=pro rata liability, no partnership + no consent=separate liability
I.
Incoming partner liable for existing liability, satisfy from partnership property only (1826) vs satisfy from separate property for subsequent obligations
J.
Preference of partnership creditors as to partnership property; separate creditors can attach share (1827)
III.
Third Session
A.
Dissolution (1828); Partnership not terminated by dissolution (1829)
B.
Causes of Dissolution, without violation or in contravention of agreement (1830); 1830-automatic vs. 1831-not; continue without agreement-partnership at will (1785); consent of partners who assigned or caused their interest to be charged is not necessary
(1814); partners may agree that death, withdrawal or admission does not dissolve, estate only liable for obligations contracted after death to the extent of capital that remained; insolvent partner subjects his interests to the rights of his creditors (1814) and has no authority to act for partnership (1833)
C.
Grounds for dissolution by decree of court (1831)
D.
As to partners, dissolution by act, insolvency or death terminates authority upon knowledge (1832); As to 3 rd persons, partnership is bound regardless of cause
E.
Dissolution-contribution (1833)
F.
Dissolution-bind partnership (1834)

G.
Dissolution does not discharge liability (1835)
H.
Who can wind up (1836)
I.
Secs. 1837-1838
J.
Liquidation and Distribution of Assets (1839)
K.
Secs. 1840-1842
L.
Answer selected problems from De Leon and Soriano
IV.
Fourth Session
A.
Limited partnership
B.
Distinguish/differences from general partnership