Particular Partnership – Article 1783, NCC: A particular partnership has for its object determinate things, their use or fruits, or a specific undertaking, or the exercise of a profession or a vocation. o Examples: Carried out for a specific undertaking like construction of a building; or for an exercise of a profession like accountants associating themselves in the practice of accountancy or two or more lawyers in the practice of law for a particular partnership. JULY 10, 2014 Classification of Partnership: As to Liability of Partners: 1. General Partnership -consisting of general partners who are liable pro rata and subsidiarily and sometimes solidarily with their separate property for partnership debts
Partnership – Midterm WWW Compilation AY 2014-2015 Page 9 Compiled by MFLH; Thanks to: EGOBAT a. General Partner - liability to third persons extends to his separate property 2. Limited Partnership -formed by two or more persons having as members one or more general partners and one or more limited partners (not personally liable for the obligations of the partnership) a. Limited Partner - liability to third persons is limited to his capital contribution As to its Term: 1. Partnership at Will - no time is specified and not formed for a particular undertaking and may be terminated at anytime by mutual agreement or by will of any one partner alone -fixed term or particular undertaking which is continued by partners after termination of such term or particular undertaking without express agreement 2. Partnership with a Fixed Term -term for which the partnership is to exist is fixed or agreed upon or one formed for a particular undertaking, and upon expiration of the term or completion of the particular undertaking, partnership is dissolved Q: Once you agree to be a partner, what do you undertake? A: You undertake to contribute money, property or industry Q: What relationships occur when you agree to a partnership? A: Four Distinct Juridical Relations of a contract of partnership: 1. Relations among partners themselves 2. Relations of the partners with the partnership 3. Relations of the partnership with third persons with whom it contracts 4. Relations of the partners with such third persons In other words even if the partnership is able to acquire a separate juridical personality, it does not mean that the partners no longer assumes liability in so far as third parties are concerned because there are instances when the partners themselves are directly liable to the public for obligation that may have been incurred in the course of the business of the partnership. Q: What is the relationship between the Partner and the Partnership? What are the effects of the Partnership? A: 1. In promising to make a contribution to the partnership, the partner is now a debtor to the partnership. There is a debtor-creditor relationship.
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- Fall '19
- Corporation, Limited partnership, Types of business entity, partner