reviewer.docx - I Contract of Partnership Laches \u2013 by passage of time Partnership \u2013 contract whereby two or more persons bind themselves to

reviewer.docx - I Contract of Partnership Laches u2013 by...

This preview shows page 1 - 2 out of 5 pages.

I. Contract of Partnership Partnership – contract whereby 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. Essential Elements: 1. Agreement to contribute money, property or industry to a common fund. (mutual contribution to a common stock) 2. Intention to divide the profits among the contracting parties. Requisites: - ICJ 1. Intention to create a partnership 2. Common fund obtained from contributions 3. Joint interest in dividing the profits Characteristics: 1. B ilateral – entered into by two or more persons and the rights and obligations arising therefrom are reciprocal. 2. O nerous – each of the parties aspires to procure for himself a benefit through the giving of something. 3. Nominate - it has a special name or designation in our law. 4. C onsensual – perfected by mere consent 5. C ommutative – the undertaking of each of the partners is considered as the equivalent of that of the others. 6. P rincipal – its life does not depend on the existence of another contract. 7. P reparatory – because it is entered into as a means to an end. 8. F iduciary – it is based on trust and confidence. Delicts personae – the right to choose the persons to be associated with No one can be a member of the partnership without the consent of the other members. Gives the partner power but not necessarily the right to dissolve the partnership in good faith. Rules to determine the existence of a partnership 1. Persons who are not partners as to each other are not partners as to third person. Except – Partnership or partners by estoppel Estoppel in pais – by statement, silence or omissions. Estoppel by deed – in view of any document Laches – by passage of time Partnership by estoppel 1. When a person represents himself as a partner in an existing partnership. Partnership liability will arise. a. If all partner consent to such misrepresentation A partnership by estoppel is created between the actual partners and the person who made misrepresentation b. If not all partner consent to the misrepresentation The person who made the misrepresentation is considered as partner by estoppel shall embody all the partners obligation but not the rights of a partner 2. When a person represent himself as a partner in a non-existing partnership. No partnership will arise The person who made the misrepresentation and all persons who consented is liable. 3. Co ownership or co possession does not by itself establish a partnership Whether such co-owners or co-possessors do or do not share in profits made by the use of property Primary purpose: for enjoyment and preservation of the property co-owned or co-possessed 4. Sharing of gross returns does not of itself establish a partnership.
Image of page 1
Image of page 2

  • Left Quote Icon

    Student Picture

  • Left Quote Icon

    Student Picture

  • Left Quote Icon

    Student Picture