Law-on-Partnerships-Toni.pdf - ARTICLE 1767 Mutual...

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ARTICLE 1767 Concept of partnership Above describes the legal definition of partnership Partnership -is an association of two or more persons to carry on as co-owners a business profit -is a legal relation based upon the expressed or implied agreement of two or more competent persons whereby they unite their property, labor or skill in carrying on some lawful business as principals for their joint profit. -Joint undertaking to share in the profit and loss -Status arising out of a contract entered into by two or more persons whereby they agree to share as common owners the profits of a business carried on by all or any of them on behalf of all of them -Organization for production of income to which each partner contributes one or both the ingredients of income, which are capital or service -Entity, distinct and p=apart from the members composing it, and, for the purpose of which it was created; it is a person having its own assets and liabilities and any benefits or liability attaching to a member of the partnership, results from the partnership relation. Partnership for the exercise of a profession Profession: calling or practice for the purpose of rendering public service (or as means of livelihood) General professional partnership Law does not allow individuals to practice the profession as a corporate entity Characteristic elements of partnership 1.Consensual 2.Nominate 3.Bilateral reciprocal obligation 4.Onerous procure benefit through giving of something 5.Commutative undertaking of one is equivalent to the other 6.Principal 7.Preparatory entered into as a means to an end Partnership contract is in essence a contract of agency Partnership relation fiduciary in nature Delectus personaechoice of person or person (1)Right to choose co-partners *the consent of all the partners (2)Power to dissolve partnership *mutual agency and delectus personae allows them to have the power Essential features of partnership 1.Valid contract 2.Legal capacity of partners to enter into contract 3.Mutual contribution 4.Object is lawful 5.Primary purpose must be to obtain profits and to divide the same among the parties * Articles of Partnership must not be kept secret Existence of valid contract (1)A form of voluntary and personal association (2)Creating and proof of existence a.Articles of Partnership is a must b.Valid contract: Consent, capacity, object, cause (3)Other forms of association excluded *there is no such thing as partnership made by law or operation/implication by law *limited partnership cannot be formed by agreement alone Legal capacity of the partners to enter into contract (1)General rule: any person may be a partner who is capable under the law of entering into contractual relations (2)Exceptions: Even capacitated, persons who are prohibited from giving each other any donation or advantage cannot enter into an universal partnership.

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