Which each of the partners may possess at the time of

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which each of the partners may possess at the time of the celebration of the contract shallcontinue to pertain exclusively to each, only the usufruct passing to the partnership. (1675) y
Example: Suppose A and B form a Universal Partnership of All Profits and A wins in the lotto,P100,000.00. B tries to share in 50% citing the existence of their partnership and that A usedthe partnership¶s money to purchase the lottery ticket. Can B really share in the lottowinnings? No, B cannot since it came from CHANCE, not WORK. If the P100,000.00 insteadcame from A¶s work in DLSU, can B share in the profits of A? Yes, because it came fromWORK. y As long as it is PROFIT, the profit becomes common property to the partnersUNLESS there was a stipulation in their agreement y If A and B form a Universal Partnershipof All Profits for a Taxi-Cab business and both contribute vehicles that will serve as the taxi,what they were actually contributing is the USE or the RIGHT TO USE their vehicles. Upondissolution, the vehicles will be returned to them since there was never a transfer ofownership. y Unique feature of the Universal Partnership of All Profits: - The partners retainthe title of ownership. Article 1781 Articles of Universal Partnership, entered into withoutspecification of its nature, only constitute a universal partnership of profits (1676) y If thearticles of universal partnership are doubtful or unclear then the presumption is that it is auniversal partnership of all profits. - Because a universal partnership of all profits require lessobligations and is less onerous since the partners get to retain ownership over the propertythat they contribute. Article 1782 Persons who are prohibited from giving each other anydonation or advantage cannot enter into a universal partnership. (1677) y A husband andwife cannot join a universal partnership. - They are not allowed to donate to each other and auniversal partnership essentially requires that the partners donate to each other. - They canjoin a particular partnership instead. y A partnership formed in violation of this article shall benull and void. It shall not have any legal personality either. y Illustrative Case: A, B and Cform a partnership to engage in the importation, marketing and operation of automaticphonographs, radios, television sets, amusement machines and their parts accessories, withB and C as limited partners. Subsequently, A and B got married and thereafter, C sold hisshare to A and B for a nominal amount. Was the partnership dissolved after the marriage of Aand B and C¶s sale to them of his share in the partnership? No, the firm was not a universalpartnership but a particular one. y Pertinent Legal Provisions (1) Article 87: Every donation orgrant of gratuitous advantage, direct or indirect, between spouses during their marriage,valid or not, shall be void except moderate gifts which the spouses may give each other onthe occasion of any family rejoicing. (2) Article 739: The following donations shall be void: (a)

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Term
Fall
Professor
NoProfessor
Tags
Managing Partner, PARTNERSHIP REVIEWER

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