Partnership is bound if i the act is authorized by all the partners or ii they

Partnership is bound if i the act is authorized by

This preview shows page 10 - 12 out of 20 pages.

Partnership is bound if: i.the act is authorized by all the partners; or ii.they have abandoned the business c)Acts in contravention of a restriction on authorityi.Partnership is not liable to third persons having actual or presumptive knowledge of the restrictions II.Liability arising from partner’s tort(ART 1822) or Breach of Trust(ART 1823) 1.Where, by any wrongful act or omission of any partner acting in the ordinary course of business of the partnership or with authority of his co-partners, loss or injury is caused to any person,
not being a partner in the partnership (Article 1822) 2.Where one partner, acting within the scope of his apparent authority, receives money or property of a third person and misapplies it (Article 1823) 3.Where the partnership, in the course of its business, receives money or property and it is misapplied by any partner while it is in the custody of the partnership (Article 1823) NOTE: All partners aresolidarily liablewith the partnership for any penalty or damage arising from a partnership tort or breach of trust III. Criminal liability of partnership Partnership liability does not extend to criminal liability where the wrongdoing is regarded as individual in character. But where the crime is statutory, especially when it involves a fine rather than imprisonment, criminal liability may be imposedLIABILITYOFSTOCKHOLDERSINA DEFECTIVELY FORMED CORPORATION It is ordinarily held that persons who attempt but fail to form a corporation and carry on business under the corporate name occupy the position of partners inter se. Thus where persons associate themselves together under articles to purchase property to carry on a business, and their organization is so defective as to come short of creating a corporation within the statute, they become in legal effect partners inter-se.Exception: One who takes no partexcept to subscribe for stock in a proposed corporation, which was never legally formed, does not become a partner with other subscribers who engage in business under the name of the pretended corporation, so as to be liable as such in an action for settlement of the alleged partnership and contribution. (Pioneer Insurance &Surety Corporation vs. Court of Appeals, 175 SCRA 668 [1989].)PRINCIPLE OF DELECTUS PERSONARUM A rule inherent in every partnership wherein no one can become a member of the partnership without the consent of all the partners.NOTE: This element of delectuspersonae is true only in case of a general partner, but NOT as regards a limited partner. MUTUAL AGENCY Partnership is a contract of “mutual agency”, each partner acting as a principal on his own behalf, and as an agent of his co-partners and the partnership.Requisites When A Partner Binds The Partnership 1.when he is expressly or impliedly authorized 2.when he acts in behalf and in the name of the partnership PARTNERSHIP BY ESTOPPEL Arises when a person, by words spoken or written or by conduct, represents himself or consents to another representing him to anyone,

  • Left Quote Icon

    Student Picture

  • Left Quote Icon

    Student Picture

  • Left Quote Icon

    Student Picture