PARTNERSHIP
a contract where by 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
partnership
it is perfected by mere consent or the meeting of minds between parties
consensual
what are the characteristics of partnership
consensual
onerous
nominate
bilateral
principal
preparatory
it is entered into between two or more persons
bilateral or multilateral
it's existence does not depend on the existence of another contract
principal
it is designated with a specific name and there are specific rules applicable only to it
nominate
certain contributions have to be made to become a partner
onerous
in the sense that after it has been entered into, other contracts essential in the carrying out of its purposes can be entered into
preparatory
The desire to formulate an active union with people among whom their exist mutual confidence and trust
affectio societatis
which pertains to the right to choose who to associate with
delectus personae (personal choices) .
The partnership has a judicial personality separate and distinct from that of each of the partners,
The partnership can in general
acquire and possess property of all kinds
incur obligations
bring civil or criminal actions
a judged insolvent even if the individual members be its financially solvent
separate juridical personality
there is no partnership
between persons who are not partners as to each other are not partners as to third persons, except a partnership by estoppel
co ownership or co possession
The sharing of gross returns
the contract of partnership must appear in a public instrument which must be recorded in the sec
when capital is 3,000 or more
all profits
only the usufruct of the properties of the partners become common property
naked ownership is retained by each of the partners
all profits acquired by industry or work of the partners become common property
All present property
all the property actually belonging to the partners are contributed both ownership and naked ownership
as a rule aside from the contributed properties, only the profits of the contributed property
profits from other sources may become partnership property, but only if there is a stipulation to such effect
properties of subsequently acquired by inheritance, legacy, ordination cannot be included in the stipulation, but the fruits there of can be included in the stipulation.
persons not allowed to form a universal partnership
husband and wife
those guilty of atultery and concubinage
those guilty of the same criminal offense
according to liability
it is where all the partners are general partners whose liability extends to their individual properties after the assets of the partnership have been exhausted
general
according to liability
it is where at least one of the partners are liable only after the extent of his contribution
limited
according to term
upon arrival of the fixed term or fulfillment of a particular undertaking, partnership is dissolved, and if continued, it will constitute a partnership at will and the rights and duties of the partners remain the same.
partnership with a fixed term or particular undertaking
according to term
when there is no fixed term or particular undertaking
partnership at will
contributes capital
capitalist partners
furnishes industry or labor
industrial partners
furnishes both capital and industry
capitalist-industrial partners
liable up to his personal assets
general partners
liable up to his capital contributions only
limited partners
One who does not participate in the management of the partnership
silent partner
The one who is not known to third persons as a partner
secret partner
One who is both silent and secret partner
dormant partner
direct opposite of a dormant partner or one who participates in the management and is known to the third parties as a partner
ostensible partner
One who understands the management of the partnership
managing partner
one who undertakes the winding up of partnership affairs after it's dissolution
liquidating partner
one who is admitted to the partnership after it has already been constituted
incoming partner
those expressly granted to the partner
express authority
those which may be implied from the express authority
implied authority
when he apparently carries on the usual business of the partnership and the person to whom he is dealing has no knowledge of the fact that he has no such authority
apparent authority
an admission made by one partner within the scope of his authority is evidence against the partnership
admission of partners
operates as notice the partnership except in case of road committed by such partner
notice to a partner
wehere by any wrongful act or omission of any partner acting in the ordinary course of the business of the partnership or with the authority of co-partners lost or injury is cost to any person not being a partner in the partnership or any penalty is incurred the partnership is liable therefore to the same extent as the partner so acting or omitting to act
solidarity liability for torts
one who represents himself as a partner of an existing partnership with or without consent of the partnership
partner by estoppel
a stipulation which excludes one or more partners from any share in the profits or losses is void
void stipulation or pactum Leonina
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
dissolution of a partnership
The process of settling business affairs after dissolution
winding up
The point where all the partnership affairs have been wound up
termination
The process of liquidating the partnership assets and the distributing the process to satisfy the claims against the partnership
winding up or liquidation
a person admitted to all the rights of a limited partner who has died or has assigned his interest in a partnership
substitute limited partner