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132042249 San Beda Partnership

132042249 San Beda Partnership

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150

2005 CENTRALIZED BAR OPERATIONS

PARTNERSHIP
PARTNERSHIP By the contract of partnership 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. Two or more persons may also form a partnership for the exercise of a profession. (Art. 1767)  A partnership has a juridical personality which is separate and distinct from that of the partners.  A partnership may sue and be sued in its name or by its duly authorized representatives. A managing partner of the partnership may execute all acts of administration including the right to sue debtors of the partnership in the case of their failure to pay their obligation when it becomes demandable. (Tai Tong Chuache & Co. vs. Insurance Commission 158 SCRA 336 [1988]) FORM OF PARTNERSHIP CONRTRACT No special form is required for the validity or existence of the contract of partnership. 1. Where immovable property or real rights are contributed, the partnership contract shall be void unless: a. It is reduced to writing in a public instrument (Art. 1771). b. An inventory of the property contributed is made, signed by the parties and attached to the public instrument. (Art.1773).  A partnership contract which states that the partnership is established to operate a fishpond is not rendered void because no inventory of the fishpond was made (where it did not clearly appear in the articles of partnership that the real property had been contributed by anyone of the partners). (Agad vs. Mabolo and Mabolo Agad and Co., 23 SCRA 1223[1968]) 2. Where the contract is by its terms not to be performed within a year from the making thereof, such partnership contract is covered by the statute of frauds and thus requires a written agreement to be enforceable. 3. Where the contract of partnership has a capital of 3,000 pesos or more, in money or property, it shall appear in a public instrument and must be recorded in the Office of the Securities and Exchange Commission. However, a partnership has a juridical personality even in case of failure to comply with this requirement. Requisites: 1. intention to create a partnership 2. common fund obtained from the contributions 3. joint interest in the profits Essential Features: 1. there must be a valid contract; 2. the parties must have legal capacity to enter into the contract; NOTE: With regard to number 2 (legal capacity of contracting parties), individuals not legally incapacitated to contract and partnerships may enter into a contract of partnership. With respect to corporations, the court held in Aurbach vs. Sanitary Wares Manufacturing Corporation 180 SCRA 130 [1989] that although a corporation cannot enter into a partnership contract, it may however engage in a joint venture with others. A joint venture has been generally understood to mean an organization formed for some temporary purpose. There is nothing against one corporation being represented by a natural or juridical person in a suit in court, for the true rule is that “although a corporation has no power to enter a partnership, it may nevertheless enter into a joint venture with another where the nature of that venture is in line with the business authorized by the charter. (JM Tuazon and Co., Inc vs. Bolanos 95 PHIL 106 [1954])

2005 CENTRALIZED BAR OPERATIONS EXECUTIVE COMMITTEE AND SUBJECT CHAIRPERSONS Maricel Abarentos (Over-all Chairperson), Ronald Jalmanzar (Over-all Vice Chair), Yolanda Tolentino(VC-Acads), Jennifer Ang(VC- Secretariat), Joy Inductivo (VC-Finance), Elaine Masukat (VC-EDP), Anna Margarita Eres (VC-Logistics) Jonathan Mangundayao (Political Law), Francis Benedict Reotutar (Labor Law), Romuald Padilla (Civil Law), Charmaine Torres (Taxation Law), Mark David Martinez (Criminal Law), Garny Luisa Alegre (Commercial Law), Jinky Ann Uy (Remedial Law), Jackie Lou Bautista (Legal Ethics)

San Beda College of Law

151

MEMORY AID IN CIVIL LAW
3. there must be mutual contribution of money, property and industry to a common fund NOTE: A partnership of a civil nature was formed because Gatchalian & Co. put up money to buy a sweepstakes ticket for the sole purpose of dividing equally the prize which they may win as they did in fact in the amount of P50,000. (Gatchalian vs. CIR 67 PHIL 666 [1939]) Where the father sold his rights over 2 parcels of land to his 4 children so they can build their residences, but the latter after 1 year sold them and paid the capital gains, they should not be treated to have formed an unregistered partnership and taxed corporate income tax on the sale and on dividend income tax on their shares of the profits from the sale. (Obillos Jr. vs. CIR [1985]) 4. the object must be lawful; and 5. the primary purpose must be to obtain profits KEY: CJP3 - D2AFT Partnership Co-ownership
1. Creation Always created by a Generally created by contract, either law, but may exist express or implied even without a contract 2. Juridical personality Has a juridical Has no juridical personality separate personality and distinct from that of each partner 3. Purpose Realization of Common enjoyment profits of a thing or right; does not necessarily involve sharing of profits 4. Duration No limitation upon An agreement to the duration is set keep the thing by law undivided for more than 10 years is not allowed 5. Transfer of interests A partner may not A co-owner can dispose of his dispose of his share individual interest in without the consent the partnership so of the others as to make the assignee a partner without unanimous consent 6. Power to act with third persons In the absence of A co-owner cannot stipulation to the represent the cocontrary, a partner ownership may bind the partnership 7. Dissolution Death or incapacity Death or incapacity of a partner results of a co-owner does in the dissolution of not necessarily partnership dissolve the coownership 8. Agency or representation As a rule, there is As a rule, there is no mutual agency mutual representation (although it is enough for a coowner to bring an action for ejectment against a stranger) 9. Profits May be stipulated Must always depend upon upon proportionate shares and any stipulation to the contrary is VOID (Art.485) 10. Form May be in any from No public instrument except when real is needed even if property is real property is the contributed (here a object of the copublic instrument is ownership required)

KEY: CNJ – PMERET2 - FPG Partnership Corporation
1. Creation Created by mere Created by law agreement of the or by operation parties of law 2. Number of incorporators May be organized by at Requires at least two persons least five incorporators (except a corporation sole) 3. Commencement of juridical personality Acquires juridical Acquires personality from the juridical moment of execution of personality from the contract of the date of partnership issuance of the certificate of

CIVIL LAW COMMITTEE
CHAIRPERSON: Romuald Padilla ASST.CHAIRPERSON: Vida Bocar, Joyce Vidad EDP: Alnaiza Hassiman, Dorothy Gayon  SUBJECT HEADS: Christopher Rey Marasigan (Persons and Family Relations), Alejandro Casabar(Property), Ma. Rhodora Ferrer(Wills and Succession), Ian Dominic Pua(Obligations and Contracts), Sha Elijah Dumama(Sales and Lease), John Stephen Quiambao(PAT), Christopher Cabigao(Credit Transactions), Ligaya Alipao(Torts and Damages), Anthony Purganan(LTD), Ma. Ricasion Tugadi (Conflicts of Law)

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2005 CENTRALIZED BAR OPERATIONS

incorporation by the Securities and Exchange Commission 4. Powers Partnership may Corporation can exercise any power exercise only authorized by the the powers partners (provided it is expressly not contrary to law, granted by law morals, good customs, or implied from public order, public those granted or policy) incident to its existence 5. Management When management is The power to do not agreed upon, every business and partner is an agent of manage its the partnership affairs is vested in the board of directors or trustees 6. Effect of mismanagement A partner as such can sue a co-partner who mismanages The suit against a member of the board of directors or trustees who mismanages must be in the name of the corporation

10. Term of existence partnership may be corporation may established for any not be formed period of time for a term in stipulated by the excess of 50 partners years extendible to not more than 50 years in any one instance 11. Firm name limited partnership is corporation may required by law to add adopt any name the word “Ltd.” To its provided it is name not the same as or similar to any registered firm name 12. Dissolution may be dissolved at any can only be time by any or all of the dissolved with partners the consent of the State 13. Governing Law governed by the governed by the contract and the Civil Corporation Code Code

7. Right of succession Partnership has no right of succession Corporation has right of succession

8. Extent of liability to third persons Partners are liable Stockholders are personally and liable only to subsidiarily (sometimes the extent of solidarily) for the shares partnership debts to subscribed by third persons them 9. Transferability of interest Partner cannot transfer Stockholder has his interest in the generally the partnership so as to right to transfer make the transferee a his shares partner without the without prior unanimous consent of consent of the all the existing partners other because the partnership stockholders is based on the principle because of delectus personarum corporation is not based on this principle

JOINT VENTURE  It is hardly distinguishable from partnership, since their elements are similar, i.e. community of interest in the business, sharing of profits and losses, and a mutual right of control.  The main distinction in common law jurisdiction is that partnership contemplates a general business with some degree of continuity, while joint venture is formed for the execution of a single transaction and is thus of temporary nature  In Kilosbayan, Incorporated vs. Guingona, Jr 232 SCRA 110 [1994], the court defined a joint venture as an association of persons or companies jointly undertaking some commercial enterprise; generally all contribute assets and share risks. Its requisites are: a. A community of interest in the performance of the subject matter; b. A right to direct and govern the policy in connection therewith; c. Duty to share profits and losses.

2005 CENTRALIZED BAR OPERATIONS EXECUTIVE COMMITTEE AND SUBJECT CHAIRPERSONS Maricel Abarentos (Over-all Chairperson), Ronald Jalmanzar (Over-all Vice Chair), Yolanda Tolentino(VC-Acads), Jennifer Ang(VC- Secretariat), Joy Inductivo (VC-Finance), Elaine Masukat (VC-EDP), Anna Margarita Eres (VC-Logistics) Jonathan Mangundayao (Political Law), Francis Benedict Reotutar (Labor Law), Romuald Padilla (Civil Law), Charmaine Torres (Taxation Law), Mark David Martinez (Criminal Law), Garny Luisa Alegre (Commercial Law), Jinky Ann Uy (Remedial Law), Jackie Lou Bautista (Legal Ethics)

(c) as an annuity to a widow or representative of a deceased partner. However.CHAIRPERSON: Vida Bocar. universal partnership profits of b) particular partnership 2. 2. universal partnership of all present property ii. Rhodora Ferrer(Wills and Succession). Ligaya Alipao(Torts and Damages). by rules governing the most analogous contracts (e. Ma.g. Alejandro Casabar(Property). EXCEPTION: partnership by estoppel 2. GENERAL RULE: Persons who are not partners as to each other are not partners as to third persons. as to legality of existence: a) de jure partnership b) de facto partnership 5. Anthony Purganan(LTD). as to purpose: a) commercial or trading b) professional or non-trading UNIVERSAL PARTNERSHIP 1.  In a universal partnership of all present property. as well as all the profits which they may acquire therewith. Receipt of share in the profits is a strong presumptive evidence of partnership.San Beda College of Law 153 MEMORY AID IN CIVIL LAW NOTE: Under the Civil Code. law on partnership). as to object: a) universal partnership i. Ian Dominic Pua(Obligations and Contracts). as to publicity: a) secret partnership b) notorious or open partnership 7. as well as a fixed . a partnership may be particular or universal. Christopher Cabigao(Credit Transactions). Joyce Vidad EDP: Alnaiza Hassiman. the property which belongs to each of the partners at the time of the constitution of the partnership. no such inference will be drawn if such profits were received in payment: (a) as a debt by installments or otherwise. as to liability of partners: a) general partnership b) limited partnership 3. Sharing of gross returns alone does not indicate a partnership. as to duration: a) partnership at will b) partnership with period 4. Sha Elijah Dumama(Sales and Lease). RULES TO DETERMINE EXISTENCE OF PARTNERSHIP (ART 1769) 1. John Stephen Quiambao(PAT). innominate in nature to be regulated and governed primarily by the stipulations of the parties thereto and suppletorily by the general provisions of the Civil Code on obligations and contracts. (d) as interest on a loan. A universal partnership of all present property is one wherein the partners contribute all the property which actually belong to them to a common fund. CLASSIFICATION OF PARTNERSHIP 1. even though the co-owners share in the profits derived from the incident of joint ownership. as to representation to others: a) ordinary or real partnership b) ostensible or partnership by estoppel 6. with the intention of dividing the same among themselves. Ricasion Tugadi (Conflicts of Law) (e) as the consideration for the sale of a goodwill of a business or other property by installments or otherwise. (b) as wages of an employee or rent to a landlord. becomes the common property of all the partners. Hence. a joint venture may be treated like any other contract. whether or not the persons sharing them have a joint or common right or interest in any property from which the returns are derived.act of a number of persons uniting together for some special purpose or business. Co-ownership of a property does not itself establish a partnership. 3. and by the customs of the place. and a particular partnership may have for its object a specific undertaking. Ma. Other Similar Contracts 1. though the amount of payment vary with the profits of the business. Collaboration. 4. and CIVIL LAW COMMITTEE CHAIRPERSON: Romuald Padilla ASST. Dorothy Gayon  SUBJECT HEADS: Christopher Rey Marasigan (Persons and Family Relations).the act of working together in a joint project. Association.

the partnership is dissolved. Jennifer Ang(VC. De Facto Partnership. 2. Jinky Ann Uy (Remedial Law). Yolanda Tolentino(VC-Acads). Joy Inductivo (VC-Finance). Ordinary or real partnership. 87. (Art. Romuald Padilla (Civil Law). are precluded to deny or disprove its existence. Garny Luisa Alegre (Commercial Law). or the exercise of a profession or vocation.one which in reality is not a partnership. Jackie Lou Bautista (Legal Ethics) . or one for a fixed term or particular undertaking but has been continued by the partners after termination of such term or particular undertaking without express agreement.  Movable or immovable property which each of the partners may posses at the time of the celebration of the contract shall continue to pertain exclusively to each. but is considered a partnership only in relation to those who. (2) legacy or (3) donation cannot be included by stipulation except the fruits thereof. OTHER KINDS OF PARTNERSHIP 1. the latter not being personally liable for the obligations of the partnership. Mark David Martinez (Criminal Law). PARTICULAR PARTNERSHIP A particular partnership is one which has for its object determinate things. or by the will of anyone partner alone. GENERAL PARTNERSHIP A partnership consisting of general partners who are liable pro rata and subsidiarily and sometimes solidarily with their separate property for partnership debts. Elaine Masukat (VC-EDP). Ostensible partnership or partnership de facto. De Jure Partnership. by their conduct or admission. Ronald Jalmanzar (Over-all Vice Chair).154 2005 CENTRALIZED BAR OPERATIONS the profits which they may acquire therewith. Family Code) Profits acquired by their partners through chance (i. lottery) without employment of any physical or intellectual efforts are not included. A universal partnership of profits is one which comprises all that the partners may acquire by their industry or work during the existence of the partnership and the usufruct of movable or immovable property which each of the partners may posses at the time of the celebration of the contract. 3. PARTNERSHIP AT WILL A partnership wherein no time is specified and is not formed for a particular undertaking or venture and which may be terminated at anytime by mutual agreement of the partners. Thus. property subsequently acquired by (1) inheritance. except the fruits thereof. LIMITED PARTNERSHIP One formed by two or more persons having as members one or more general partners and one or more limited partners. Charmaine Torres (Taxation Law). 739. whether it is one of “present property” or of “profits” only. A stipulation for the common enjoyment of any other profits may also be made. or a specific undertaking. but the properties which the partners may acquire subsequently by inheritance. it will be presumed that the parties intended merely a partnership of profits. 4.one which has complied will all the legal requirements for its establishment.one which has failed to comply with all the legal requirements for its establishment. Anna Margarita Eres (VC-Logistics) Jonathan Mangundayao (Political Law). NOTE: Persons who are prohibited from giving each other any donation or advantage cannot enter into a universal partnership. and upon the expiration of the term or completion or the particular enterprise. Francis Benedict Reotutar (Labor Law). PARTNERSHIP WITH A FIXED TERM A partnership wherein the term for which the partnership is to exist is fixed or agreed upon or one formed for a particular undertaking.Secretariat). their use and fruits. legacy or donation cannot be included in such stipulation.one which actually exists among the partners and also as to third persons. only the usufruct passing to the partnership. 2. unless continued by the partners.  Where the articles of partnership do not specify the nature of the universal partnership. NOTE: Future properties cannot be contributed. Art.e. 2005 CENTRALIZED BAR OPERATIONS EXECUTIVE COMMITTEE AND SUBJECT CHAIRPERSONS Maricel Abarentos (Over-all Chairperson).

2.one who contributes only his industry or personal service.one wherein the existence of certain persons as partners is not avowed or made known to the public by any of the partners. as to contribution contributes money contributes his or property industry (mental or physical) 2. without 3. 3. persons. John Stephen Quiambao(PAT). Ian Dominic Pua(Obligations and Contracts). 7.one who does not take any active part in the business although he may be known to be a partner. pro rata to his contribution 4.one who does not take active part in the business and is not known or held out as partner. Anthony Purganan(LTD). as to losses 1.one who takes active part and known to the public as a partner in the business. but is agreement as to liable to third profits. Christopher Cabigao(Credit Transactions). Ma. he may be appointed in the articles of partnership or after constitution of the partnership.San Beda College of Law 155 MEMORY AID IN CIVIL LAW 5.one whose existence is avowed or made known to the public by the members of the firm. as to profits 1. he may either be a capitalist or industrial partner. CIVIL LAW COMMITTEE CHAIRPERSON: Romuald Padilla ASST. 8. Secret partnership. c) Dormant partner.one formed for the exercise of a profession. as to MANAGEMENT: a) Managing partner. Alejandro Casabar(Property). KEY: CP2L Capitalist Partner Industrial Partner 1.one who takes charge of the winding up of the partnership affairs upon dissolution. shares in the receives a just profits according and equitable to agreement share thereon. first.one whose liability to third persons extends to his separate property. Ma. Ligaya Alipao(Torts and Damages). c) Liquidating partner. Rhodora Ferrer(Wills and Succession). Commercial or trading partnershipone formed for the transaction of business. Ricasion Tugadi (Conflicts of Law) b) Secret partner. whether or not he has actual interest in the firm. Open or notorious partnership.one who manages the business or affairs of the partnership. as to prohibition to engage in other business Cannot generally cannot engage in engage in the same any business for or similar enterprise himself as that of his firm 3. b) Silent partner. the partners). Dorothy Gayon  SUBJECT HEADS: Christopher Rey Marasigan (Persons and Family Relations). if none. Obligation with respect to contribution of property a) To contribute what had been promised b) To answer for eviction in case the partnership is deprived of determinate property contributed .one who takes active part in the business by is not known to be a partner by outside parties nor held out as a partner by the other partners. the exempted as to stipulation as to losses (as losses.one whose liability to third persons is limited to his capital contribution.CHAIRPERSON: Vida Bocar. as to LIABILITY: a) General partner. Professional or non-trading partnership. if none. Miscellaneous: a) Ostensible partner. CLASSIFICATION OF PARTNERS 1. 4. if none.one who contributes money or property to the common fund. pro rata prejudice to to contribution reimbursement from the capitalist partners OBLIGATIONS OF PARTNERS AMONG THEMSELVES: I. 6. 2. as to CONTRIBUTION: a) Capitalist partner. b) Limited partner. b) Industrial partner. between 2. Joyce Vidad EDP: Alnaiza Hassiman. Sha Elijah Dumama(Sales and Lease).

Romuald Padilla (Civil Law). if he fails to pay his contribution on time or in case he takes any amount from the common fund and converted to his own personal use d) To indemnify the partnership for the damages caused to it by the delay in the contribution or the conversion of any sum for his personal benefit.Secretariat). one where the collecting partner is creditor. II. any sum received by the managing partner shall be applied to the two credits in proportion to their amounts. Obligation of Partner Who Receives Share in Partnership Credit A partner who receives. Jackie Lou Bautista (Legal Ethics) . his share in the partnership. IV. Note: The prohibition is absolute and applies whether the industrial partner is to engage in the same business in which the partnership is engaged or in any kind of business. Elaine Masukat (VC-EDP). 51 SCRA 416.The prohibition extends only to any operation which is of the same kind of business in which the partnership is engaged unless there is a stipulation to the contrary.156 2005 CENTRALIZED BAR OPERATIONS c) To answer to the partnership for the fruits of the property the contribution of which is delayed. which is to prevent any conflict of interest between the industrial partner and the partnership and to insure faithful compliance by said partner with his prestation (Evangelista & Co. Industrial partner. Jennifer Ang(VC. and there is no agreement to the contrary. It is clear that the reason for the prohibition exists in both cases. from the date they should have been contributed to the time of actual delivery d) To preserve the property with the diligence of a good father of a family pending delivery to the partnership e) To indemnify the partners for any damages caused to it by the retention of the same or by delay in its contribution. Charmaine Torres (Taxation Law). VI. Francis Benedict Reotutar (Labor Law). Garny Luisa Alegre (Commercial Law). he shall be obliged to sell his interest in the partnership to other partners. Obligation Not to Engage in Other Business for Himself 1. Joy Inductivo (VC-Finance). Jinky Ann Uy (Remedial Law). Capitalist partner. V. when the others have not collected 2005 CENTRALIZED BAR OPERATIONS EXECUTIVE COMMITTEE AND SUBJECT CHAIRPERSONS Maricel Abarentos (Over-all Chairperson). vs.cannot engage in any business for himself unless the partnership expressly permits him to do so. he is under obligation to contribute an additional share to save the venture. Yolanda Tolentino(VC-Acads). Mark David Martinez (Criminal Law). III. 2) Both debts are demandable 3) The partner who collects is authorized to manage and actually manages the partnership. Abad Santos. in which case the whole sum shall be applied to the partnership credit only. Requisites for the application of the rule: 1) There exists two debts. in whole or in part. Obligation of Managing Partner who Collects Debt Where a person is separately indebted to the partnership and to the managing partner at the same time. The other partners have the remedy of either excluding the erring partner from the firm or of availing themselves of the benefits which he may have obtained. a capitalist partner is not bound to contribute to the partnership more than what he agreed to contribute but in case of an imminent loss of the business. except where he received it entirely for the account of the partnership. Obligations with respect to contribution of money and money converted to personal use a) To contribute on the date due the amount he has undertaken to contribute to the partnership b) To reimburse any amount he may have taken from the partnership coffers and converted to his own personal use c) To pay the agreed or legal interest. Obligation to Contribute Additional Capital As a general rule. where the partnership is creditor. Anna Margarita Eres (VC-Logistics) Jonathan Mangundayao (Political Law). the other. Ronald Jalmanzar (Over-all Vice Chair). 1973) 2. If he refuses to contribute.

Distribution of losses a) According to their agreement as to losses (but not inequitously to defeat Art. Right to a formal account of partnership affairs under certain circumstances NOTE: The ten year period to demand an accounting by a partner begins at the dissolution of the partnership. Dorothy Gayon  SUBJECT HEADS: Christopher Rey Marasigan (Persons and Family Relations). Joyce Vidad EDP: Alnaiza Hassiman. his share in the partnership credit 2) The other partners have not collected their shares. but he is NOT exempted from liability insofar as third persons are concerned.San Beda College of Law 157 MEMORY AID IN CIVIL LAW theirs. He cannot compensate them with the profits and benefits which he may have earned for the partnership by his industry. Ma. VII. 1) Share of capitalist partner shall be in proportion to his capital contribution 2) Industrial partner shall receive such share as may be just and equitable under the circumstances 2. Right to associate with another person in his share 4. conduct. to bring to the partnership capital what he received even though he may have given receipt for his share only. in whole or in part. Christopher Cabigao(Credit Transactions). Right of access and inspection of partnership books 5. VIII. a stipulation excluding an industrial partner from losses is VALID. Duty to Render Information Partners shall render on demand true and full information of all things affecting the partnership to any partner or the legal representative of any deceased partner of any partner under legal disability.1799) b) If none. Ricasion Tugadi (Conflicts of Law) 3. in proportion to his capital contribution. Ian Dominic Pua(Obligations and Contracts). Obligation of Partner for Damages to Partnership Every partner is responsible to the partnership for damages suffered by it through his fault. LIABILITY refers to responsibility towards third persons. if the debtor should thereafter become insolvent. Ma. Property rights of a partner a) His rights in the specific partnership property b) His interest in the partnership c) His right to participate in the management 2. and LOSSES refers to responsibility as among partners . Right to have partnership dissolved under certain conditions. Anthony Purganan(LTD). RIGHTS OF A PARTNER: 1. Sha Elijah Dumama(Sales and Lease). but the purely industrial partner shall not be liable for the losses A stipulation excluding a partner from any share in the profits or losses is VOID (Article 1799) Article 1797(2) excludes an industrial partner from losses. Requisites for application of rule: 1) A partner has received. Rhodora Ferrer(Wills and Succession). liquidation of the partnership or form any use by him of its property. 7. 3) The partnership debtor has become insolvent. IX. NOTE: In general. Ligaya Alipao(Torts and Damages).1799) b) If none. Distribution of profits a) According to their agreement (but not inequitously to defeat Art. Obligation to account for any benefit and hold as trustee unauthorized personal profits Every partner must account to the partnership for any benefit. according to their agreement as to profits c) If none. and hold as trustee for it any profits derived by him without the consent of the other partners from any transaction connected with the formation. Right to true and full information of all things affecting the partnership 6. John Stephen Quiambao(PAT). shall be obliged. Thus. RULES FOR DISTRIBUTION OF PROFITS AND LOSSES 1. Right to reimbursement for amounts advanced to the partnership and to indemnification for risks in consequence of management CIVIL LAW COMMITTEE CHAIRPERSON: Romuald Padilla ASST.CHAIRPERSON: Vida Bocar. Alejandro Casabar(Property).

The partners have no actual interest in it until after dissolution. Romuald Padilla (Civil Law). there must be unanimity including his own vote ii.  equal right with other partners to possess specific partnership property for partnership purposes  not assignable. General partnership a) with separate property of a partner. if in bad faith. The title so acquired may be conveyed only in the partnership name subject to the provisions of Article 1819 of the Civil Code. except in connection with the assignment of rights of all partners in the same property  not subject to attachment or execution. Limited partnership (interest of limited partner) a) with separate property of any general partner but NOT with partnership property 3. Joy Inductivo (VC-Finance). 2005 CENTRALIZED BAR OPERATIONS EXECUTIVE COMMITTEE AND SUBJECT CHAIRPERSONS Maricel Abarentos (Over-all Chairperson). Garny Luisa Alegre (Commercial Law). Francis Benedict Reotutar (Labor Law). Charmaine Torres (Taxation Law).158 2005 CENTRALIZED BAR OPERATIONS CONTRACT OF SUB-PARTNERSHIP  One formed between a member of a partnership and a third person for a division of profits owing to him from the partnership enterprise. Effects of conveyance by a partner of his interest in the partnership 1. Right to management participate in the MANAGEMENT OF PARTNERSHIP I. Ronald Jalmanzar (Over-all Vice Chair). Extent of power i. he may do all acts of ADMINISTRATION. or b) with partnership property. Jackie Lou Bautista (Legal Ethics) . Power is irrevocable without just or lawful cause i. he cannot. Mark David Martinez (Criminal Law). conveyance of his whole interest – partnership may either remain or be dissolved 2. Hence. Right to specific partnership property  contemplates tangible property  The specific partnership property belongs to the partnership as a separate juridical personality. 2. Elaine Masukat (VC-EDP).Secretariat). a sub-partner does not acquire the rights of a partner nor is he liable for its debts PROPERTY RIGHTS OF A PARTNER 1. Jennifer Ang(VC. if he acts in good faith. When a managing partner has been appointed 1) Appointment in the articles of partnership a. Interest in the partnership  share in the profits and surplus  A partner actually owns his respective share. assignee cannot interfere in the management or administration of the partnership business or affairs 4. despite opposition of his partners ii. with the consent of all the partners whose interests are not so charged or sold 2. Anna Margarita Eres (VC-Logistics) Jonathan Mangundayao (Political Law).  It is a partnership within a partnership distinct and separate from the main or principal partnership. to remove him for JUST cause. assignee cannot demand information. NOTE: In the absence of unanimous consent of all the partners. a subpartner does not become a member of the partnership. assignee does not necessarily become a partner 3. Yolanda Tolentino(VC-Acads). When the manner of management has been provided for in the partnership agreement A. b. vote of partners representing controlling interest is necessary to remove him without just cause or for an UNJUST cause. except on a claim against the partnership  not subject to legal support NOTE: Any immovable property or an interest therein may be acquired in the partnership name. accounting and inspection of the partnership books Remedies of separate judgment creditor of a partner  Application for a charging order after securing judgment on his credit to subject the interest of the debtor partner with payment of unsatisfied amount of the judgment debt Redemption of interest charged 1. Jinky Ann Uy (Remedial Law).

Rhodora Ferrer(Wills and Succession). Partnership is not bound if: i. ii. decision of the partners representing the controlling interest shall prevail 2) With stipulation unanimity of action requiring b) Unanimous consent required for alteration of immovable property OBLIGATIONS OF PARTNERS TO THIRD PERSONS I. When manner of management has not been agreed upon a) All partners shall be considered managers and agents CIVIL LAW COMMITTEE c) Acts in contravention of a restriction on authority i. 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. Alejandro Casabar(Property). loss or injury is caused to any person. Anthony Purganan(LTD). Joyce Vidad EDP: Alnaiza Hassiman. including industrial partners. the act is authorized by all the partners. Power to act may be revoked at any time. Liability arising from partner’s tort (ART 1822) or Breach of Trust (ART 1823) 1. ii. All partners. Ian Dominic Pua(Obligations and Contracts). Ligaya Alipao(Torts and Damages). Sha Elijah Dumama(Sales and Lease). Liability of partnership for acts of partners a) Acts for apparently carrying on in the usual way the business of the partnership Act binds the partnership.San Beda College of Law 159 MEMORY AID IN CIVIL LAW 2) Appointment other than in the articles of partnership a. When two or more managing partners have been entrusted with the management of partnership 1)Without specification of their respective duties and without stipulation requiring unanimity of action Each managing partner may execute all acts of administration If any of the managing partners should oppose. Partnership is bound if: i. a) Decision of the majority of the managing partners shall prevail b) In case of a tie. Ma. Where. Ma. Dorothy Gayon  SUBJECT HEADS: Christopher Rey Marasigan (Persons and Family Relations). Extent of power: as long as he remains manager. Partnership is not liable to third persons having actual or presumptive knowledge of the restrictions II. he can perform all acts of administration. are personally liable with all their property. unless otherwise stipulated 2. or they have abandoned the business Unanimous consent of all the managing partners shall be necessary for the validity of the acts and absence or inability of any managing partner cannot be alleged When there is an imminent danger of grave or irreparable injury to the partnership. John Stephen Quiambao(PAT). acting partner has in fact no authority and the third person knows that the acting partner has no authority b) Acts of Strict Dominion or Ownership (acts which are not apparently for carrying on in the usual way the business of the partnership) Act does not bind the partnership. Their individual liability is pro rata and subsidiary. Liability for contractual obligations (ART 1816) 1.CHAIRPERSON: Vida Bocar. CHAIRPERSON: Romuald Padilla ASST. but if others oppose and he persists. Christopher Cabigao(Credit Transactions). with or without just cause b. he can be removed B. partner may act alone without the consent of the partner who is absent or under disability II. Ricasion Tugadi (Conflicts of Law) .

by words spoken or written or by conduct. Francis Benedict Reotutar (Labor Law). especially when it involves a fine rather than imprisonment. Garny Luisa Alegre (Commercial Law). The law considers them partners and the association as a partnership insofar as it is favorable to third persons. 1825 does not create a partnership as between the alleged partners. 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 are solidarily liable with the partnership for any penalty or damage arising from a partnership tort or breach of trust III. receives money or property of a third person and misapplies it (Article 1823) 3. However. and their organization is so defective as to come short of creating a corporation within the statute. NOTE: This element of delectus personae is true only in case of a general partner. so as to be liable as such in an action for settlement of the alleged partnership and contribution. Anna Margarita Eres (VC-Logistics) Jonathan Mangundayao (Political Law). Charmaine Torres (Taxation Law). MUTUAL AGENCY  Partnership is a contract of “mutual agency”. criminal liability may be imposed LIABILITY OF STOCKHOLDERS IN A 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. Romuald Padilla (Civil Law). which was never legally formed. but NOT as regards a limited partner. partnership liability is created only in favor of persons who on the faith of such representation given credit to the actual or apparent partnership 2005 CENTRALIZED BAR OPERATIONS EXECUTIVE COMMITTEE AND SUBJECT CHAIRPERSONS Maricel Abarentos (Over-all Chairperson).) 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. Ronald Jalmanzar (Over-all Vice Chair). Criminal liability of partnership  Partnership liability does not extend to criminal liability where the wrongdoing is regarded as individual in character. Jinky Ann Uy (Remedial Law). Where the partnership. in the course of its business. Jackie Lou Bautista (Legal Ethics) . But where the crime is statutory. Jennifer Ang(VC. on the faith of such representation given credit to the actual or apparent partnership. when he is expressly or impliedly authorized 2. Yolanda Tolentino(VC-Acads). represents himself or consents to another representing him to anyone. Where one partner. 175 SCRA 668 [1989]. as partner in an existing partnership. does not become a partner with other subscribers who engage in business under the name of the pretended corporation.160 2005 CENTRALIZED BAR OPERATIONS not being a partner in the partnership (Article 1822) 2. each partner acting as a principal on his own behalf. he is liable to any such person to whom such representation has been made. who has. Elaine Masukat (VC-EDP).Secretariat). (Art 1825) NOTE: Art. Thus where persons associate themselves together under articles to purchase property to carry on a business. when he acts in behalf and in the name of the partnership PARTNERSHIP BY ESTOPPEL  Arises when a person. express or implied is essential to the creation of partnership.  Exception: One who takes no part except to subscribe for stock in a proposed corporation. Mark David Martinez (Criminal Law). (Pioneer Insurance & Surety Corporation vs. acting within the scope of his apparent authority. Requisites When A Partner Binds The Partnership 1. or with one or more persons not actual partners. Court of Appeals. A contract. Joy Inductivo (VC-Finance). and as an agent of his co-partners and the partnership. they become in legal effect partners inter-se.

the presiding judge may place the partnership under receivership and direct an accounting to be made towards winding up the partnership affairs. Rhodora Ferrer(Wills and Succession). By the civil interdiction of any partner. Alejandro Casabar(Property). Extrajudicial dissolution (ART 1830) . Ian Dominic Pua(Obligations and Contracts). iv. a partner had promised to contribute.CHAIRPERSON: Vida Bocar. e. John Stephen Quiambao(PAT). By any event which makes it unlawful for the business of the partnership to be carried on or for the members to carry it on in partnership. 2. Anthony Purganan(LTD). It represents the demise of a partnership. By the termination of the definite term or particular undertaking specified in the agreement. the court shall decree a dissolution whenever: a. perishes before its delivery. Or where the partner only contributed the use or enjoyment of the thing and has reserved ownership thereof. d. Without violation of the agreement between the partners i. before or after delivery dissolves the partnership. A partner becomes in any other way incapable of performing his part of the partnership contract. Joyce Vidad EDP: Alnaiza Hassiman. By the death of any partner.the parties may agree to expand the grounds provided under Art 1830 but NOT to delimit them. f. By the express will of all the partners who have not assigned their interest or suffered them to be charged for their separate debts. c. Dorothy Gayon  SUBJECT HEADS: Christopher Rey Marasigan (Persons and Family Relations). CAUSES OF DISSOLUTION 1. A partner has been guilty of such conduct as tend to affect ii. NOTE: The dissolution of a partnership must not be understood in the absolute and strict sense so that at the termination of the object for which it was created the partnership is extinguished. b. who must act in good faith.San Beda College of Law 161 MEMORY AID IN CIVIL LAW DISSOLUTION  Change in the relation of the partners caused by any partner ceasing to be associated in carrying on the business. On application by or for any partner. iii. A partner has been declared insane in any judicial proceeding or is shown to be of unsound mind. Ligaya Alipao(Torts and Damages). b. Ma. g. (Testate of Mota vs. 47 PHIL 464. either before or after the termination of any specified term or particular undertaking. By the insolvency of any partner or the partnership. When a specific thing. when no definite term or particular undertaking is specified. The causes enumerated are as follows: a. c. Sha Elijah Dumama(Sales and Lease). its loss. TERMINATION  Point in time when all partnership affairs are wound up or completed and is the end of the partnership life.) Dissolution does not automatically result in the termination of the legal personality of the partnership. Ricasion Tugadi (Conflicts of Law) . where the circumstances do nor permit a dissolution under any other provision of this article by the express will of any partner at any time. CIVIL LAW COMMITTEE CHAIRPERSON: Romuald Padilla ASST. Christopher Cabigao(Credit Transactions). nor the relations of the partners among themselves who remain as co-partners until the partnership is terminated. 1926. Serra. By the expulsion of any partner from the business bona fide in accordance with such power conferred by the agreement between the partners. WINDING UP  Process of settling the partnership business or affairs after dissolution. Ma. In contravention of the agreement between the partners. Judicial dissolution (ART 1831) when so decreed by the court. (Article 1828)  It is the point in time when the partners cease to carry on the business together. By the express will of any partner.

Ronald Jalmanzar (Over-all Vice Chair). Joy Inductivo (VC-Finance). As to partner’s authority to act for the partnership Dissolution terminates all authority of any partner to act for the partnership 1. With respect to the partners (in so far as partners themselves are concerned) a) Dissolution is not by act. insolvency or death of a partner: Authority of partners inter se to act for the partnership is NOT deemed terminated. At any time if the partnership was a partnership at will when the interest was assigned or when the charging order was issued.162 2005 CENTRALIZED BAR OPERATIONS prejudicially the carrying on of the business. insolvency or death of a partner: General Rule applies. dissolution terminates the ACTUAL authority of a partner to undertake NEW business for the partnership QUALIFICATIONS TO THE GENERAL RULE: 1.Secretariat). f. d. Acts necessary to wind up partnership affairs 2. Acts necessary to complete transactions begun but not then finished Note: Thus. dissolution terminates the ACTUAL authority of a partner to undertake NEW business for the partnership b) Dissolution is by act. or otherwise so conducts himself in matters relating to the partnership business that it is not reasonably practicable to carry on the business in partnership with him. Thus. Romuald Padilla (Civil Law). OR ii. Anna Margarita Eres (VC-Logistics) Jonathan Mangundayao (Political Law). Previous creditor (had previously extended credit) AND he had NO KNOWLEDGE or NOTICE of the dissolution. Hence. Garny Luisa Alegre (Commercial Law). Yolanda Tolentino(VC-Acads). NOT a previous creditor AND the fact of dissolution had not been published in a newspaper of general circulation b) When partnership is NOT bound to third persons after dissolution 1) Where partnership was dissolved because it was unlawful to carry on the business. Mark David Martinez (Criminal Law). The business of the partnership can only be carried on in a loss. Jennifer Ang(VC. Elaine Masukat (VC-EDP). except when the act is for winding up 2005 CENTRALIZED BAR OPERATIONS EXECUTIVE COMMITTEE AND SUBJECT CHAIRPERSONS Maricel Abarentos (Over-all Chairperson). After the termination of the specified term or particular undertaking. e. Charmaine Torres (Taxation Law). Jinky Ann Uy (Remedial Law). With respect to persons not partners (third persons) a) When partnership is bound to third persons after dissolution 1) Act appropriate for winding up partnership affairs 2) Act appropriate for completing unfinished transactions 3) Completely NEW transaction which would bind the partnership if dissolution had not taken place provided: the other party is in good faith. Francis Benedict Reotutar (Labor Law). each partner is liable to his co-partners for his share of any liability created by any partner acting for the partnership as if the partnership has not been dissolved 1) The cause of dissolution is the ACT of a partner and the acting partner had KNOWLEDGE of such dissolution 2) The cause of dissolution is the DEATH or INSOLVENCY of a partner and the acting partner had KNOWLEDGE or NOTICE of such dissolution 2. EFFECTS OF DISSOLUTION A. Other circumstances render a dissolution equitable. b. meaning: i. A partner willfully or persistently commits a breach of the partnership agreement. On application of the purchaser of a partner’s interest under Article 1813 or 1814: a. Jackie Lou Bautista (Legal Ethics) .

2) If the business is continued i. Where dissolution is NOT in contravention of the partnership agreement a) To have partnership property applied to discharge partnership liabilities b) To receive in cash his share of the surplus 2. ascertained and paid in cash or secured by a bond approved by the court. Joyce Vidad EDP: Alnaiza Hassiman. As to partner’s existing liabilit y Dissolution does not automatically discharge the existing liability of any partner A partner may be relieved from all existing liabilities upon dissolution ONLY by an agreement between: 1. Ma. surplus less damages caused by his wrongful dissolution to his co-partners. Sha Elijah Dumama(Sales and Lease). Alejandro Casabar(Property). Right of LIEN on. or RETENTION of. Ma. Partner concerned 2.San Beda College of Law 163 MEMORY AID IN CIVIL LAW 2) Where the acting partner in the transaction has become insolvent 3) Where the partner is unauthorized to wind up. To have partnership property applied to discharge partnership liabilities To receive in cash his share of the surplus less damages caused by his wrongful dissolution To have the value of his interest in the partnership at the time of the dissolution. John Stephen Quiambao(PAT). ii. by themselves or jointly with others 5) To possess partnership property should they decide to continue the business b) Rights of a partner who has wrongfully caused the dissolution 1) If the business is not continued by the other partners i.CHAIRPERSON: Vida Bocar. Anthony Purganan(LTD). the surplus of partnership property after satisfying partnership liabilities . RIGHTS OF A PARTNER WHERE PARTNERSHIP CONTRACT IS RESCINDED ON THE GROUND OF FRAUD OR MISREPRESENTATION (NOTE: The following are the rights of the partner entitled to rescind) 1. Dorothy Gayon  SUBJECT HEADS: Christopher Rey Marasigan (Persons and Family Relations). RIGHTS OF A PARTNER UPON DISSOLUTION 1. Other partners 3. except if the transaction is with third persons in good faith (under the same circumstances as defined above) 4) Where act is NOT appropriate for winding up partnership affairs or for completing unfinished transactions 5) completely NEW transaction which would bind the partnership if dissolution had not taken place with third persons in bad faith B. AND To be released from all existing and future liabilities ii. Rhodora Ferrer(Wills and Succession). Ligaya Alipao(Torts and Damages). Where dissolution is in contravention of the partnership agreement a) Rights of a partner who has not caused the dissolution wrongfully 1) To have partnership property applied to discharge partnership liabilities CIVIL LAW COMMITTEE CHAIRPERSON: Romuald Padilla ASST. Christopher Cabigao(Credit Transactions). Partnership creditors Note: The consent of the partnership creditors and the other partners to the novation may be implied from their conduct. Ricasion Tugadi (Conflicts of Law) 2) To receive in cash his share of the surplus 3) To be indemnified for damages caused by the partner guilty of the wrongful dissolution 4) To continue the business in the same name during the agreed term of the partnership. NOTE: The value of the goodwill of the business is not considered in ascertaining the value of the interest of the guilty partners. Ian Dominic Pua(Obligations and Contracts).

Jennifer Ang(VC. and to general partners b) those owing to limited partners in respect of their share of the profits and other compensation by way of income c) those owing to limited partners in respect of their capital contributions d) those owing to general partners other than for capital and profits e) those owing to general partners in respect of profits f) those owing to general partners in respect of capital DOCTRINE OF MARSHALLING OF ASSETS (Article 1839(8)) 1.Secretariat). after deducting what may be due to the partnership from them as partners. LIMITED PARTNERSHIP  One formed by two or more persons having as members one or more general partners and one or more limited partners. Limited Partnership (ART 1863) a) those owing to creditors. NOTE: The Supreme Court. Ronald Jalmanzar (Over-all Vice Chair). Partnership creditors have preference in partnership assets 2. One or more limited partners contribute to the capital and share in the profits but do not participate in the management of the business and are not personally liable for 2005 CENTRALIZED BAR OPERATIONS EXECUTIVE COMMITTEE AND SUBJECT CHAIRPERSONS Maricel Abarentos (Over-all Chairperson). Right of INDEMNIFICATION by the guilty partner against all debts and liabilities of the partnership MANNER OF WINDING UP 1. Joy Inductivo (VC-Finance). if any. declared a firm to be a general partnership in a case where it appears that the inclusion of “Ltd. Yolanda Tolentino(VC-Acads). Anna Margarita Eres (VC-Logistics) Jonathan Mangundayao (Political Law). Mark David Martinez (Criminal Law). distributed in cash to the respective partners. Jinky Ann Uy (Remedial Law). One or more general partners control the business and are personally liable to creditors 3. Romuald Padilla (Civil Law). Francis Benedict Reotutar (Labor Law). partners designated by the agreement 2. the latter not being personally liable for partnership debts. in the absence of such agreement. his legal representative or his assignee PERSONS AUTHORIZED TO WIND UP 1. and 3. Right of SUBROGATION in place of the partnership creditors after payment of partnership liabilities. they are general partners although their purpose is to avoid the creation of such a relation. all partners who have not wrongfully dissolved the partnership 3. Judicial – under the control and direction of the court upon proper cause shown by any partner. In other words if the parties intended a general partnership. Extrajudicial – by the partners themselves without the intervention of the court 2. 45 PHIL 142 [1923]). Pacific Commercial Co. legal representative of last surviving partner not insolvent ORDER OF PAYMENT IN WINDING UP 1. Garny Luisa Alegre (Commercial Law). except those to limited partners on account of their contribution. Jackie Lou Bautista (Legal Ethics) . Characteristics of Limited Partnership 1. Separate or individual creditors have preference in separate or individual properties 3.164 2005 CENTRALIZED BAR OPERATIONS for any sum of money paid or contributed by him 2. Limited partnership is formed by substantial compliance in good faith with the statutory requirements 2. Anything left from either goes to the other PARTNER’S LIEN  Right of every partner to have the partnership property applied to discharge partnership liabilities AND to have the surplus assets. while assuming their enjoyment of advantages to be derived from the relation. Elaine Masukat (VC-EDP). Charmaine Torres (Taxation Law).” (limited) in the firm was only a subterfuge resorted to by the partners in order to evade liability for possible losses. General Partnership (ART 1839 (2)) a) those owing to creditors other than partners b) those owing to partners other than for capital or profits c) those owing to partners in respect of capital d) those owing to partners in respect of profits 2. Jo Chung Cang vs.

Joyce Vidad EDP: Alnaiza Hassiman. or in ANY of business for himself if he is an industrial partner 8. he is also a general partner. insanity or insolvency of a limited partner does not dissolve the partnership for his executor or administrator shall have the rights of a limited partner for the purpose of selling his estate Retirement. insanity or insolvency of a general partner dissolves the partnership CIVIL LAW COMMITTEE CHAIRPERSON: Romuald Padilla ASST. Effect of retirement. death. Proper party to proceedings by or against the partnership Limited partner is not a proper party to proceedings by or against a partnership Unless: 1. Transferability of interest Limited partner’s interest is freely assignable. Right to participate in the management of partnership Limited partner has no General share in the partners have management of a an equal right limited partnership and in the renders himself liable to management of partnership creditors as the business a general partner if he (when the takes part in the control manner of of the business management has not been agreed upon) 3. Anthony Purganan(LTD). Alejandro Casabar(Property). services property or industry to the partnership 4. Christopher Cabigao(Credit Transactions).CHAIRPERSON: Vida Bocar. where the object of the proceeding is to enforce a limited partner’s right against or liability to the partnership General partner is the proper party to proceedings by or against a partnership As a general rule. death. with assignee acquiring all the rights of the limited partner subject to certain qualifications General partner’s interest in the partnership may not be assigned as to make the assignee a new partner without the consent of the other partners. John Stephen Quiambao(PAT). death. Extent of liability Limited partner’s General liability extends only to partner is his capital contribution personally liable for partnership obligations 2. Dorothy Gayon  SUBJECT HEADS: Christopher Rey Marasigan (Persons and Family Relations). Ma. insanity or insolvency Retirement. or 2. The limited partners may ask for the return of their capital contributions under the conditions prescribed by law 5. if he is a capitalist partner. Ligaya Alipao(Torts and Damages).San Beda College of Law 165 MEMORY AID IN CIVIL LAW partnership obligations beyond the amount of their capital contributions 4. Prohibition to engage in other business No such prohibition in the case of a limited partner who is considered a mere contributor to the partnership General partner is prohibited from engaging in a business which is of the SAME kind of business in which the partnership is engaged. Contribution Limited partner must General contribute cash or partner may property to the contribute partnership but not money. although he may associate a third person with him in his share 6. Ricasion Tugadi (Conflicts of Law) . Ian Dominic Pua(Obligations and Contracts). Sha Elijah Dumama(Sales and Lease). Inclusion of partner’s name in the firm name Name of a general partner may appear in the firm name 1. The partnership debts are paid out of the common fund and the individual properties of the general partners Limited Partner/Partnership General Partner/ Partnership 5. Ma. name of a limited partner must not appear in the firm name 7. Rhodora Ferrer(Wills and Succession).

Right. A certificate or articles of limited partnership which states the matters enumerated in Article 1844. Such certificate must be filed for record in the Office of the Securities and Exchange Commission. of a limited partner to substitute an assignee as contributor in his place. of one or more of the limited partners to priority over other limited partners. Right. Jackie Lou Bautista (Legal Ethics) .) CONTENTS OF THE CERTIFICATE OR ARTICLES OF LIMITED PARTNERSHIP 1. Joy Inductivo (VC-Finance). adding thereto the word “limited. and the terms and conditions of the substitution. and the nature of such priority. 12. if given. 1839 Governed by Art. Right. 476.Secretariat). The firm is a limited partnership. Name of the partnership. general and limited partners being respectively designated. a firm which fails to substantially comply with the formal requirements of a limited partnership is a general partnership only as to its relations to third persons. if given. Name and place of residence of each member. Pacific Commercial Co. 11. (40 Am. 3. Ronald Jalmanzar (Over-all Vice Chair). 9. or that the terms of the partnership were not sufficiently stated in the notice of its formation. when to contribution of each limited partner is to be returned. Jennifer Ang(VC. Mark David Martinez (Criminal Law).166 2005 CENTRALIZED BAR OPERATIONS 9. 2005 CENTRALIZED BAR OPERATIONS EXECUTIVE COMMITTEE AND SUBJECT CHAIRPERSONS Maricel Abarentos (Over-all Chairperson). Additional contributions to be made by each limited partner and the times at which or events on the happening of which they shall be made. 5. they will be estopped from insisting that there is no such partnership. as after substantial a general rule. in which all the members are liable as general partners. which must be signed and sworn. Jur.. Creation Limited partnership is General created by the members partnership. as to contributions or as to compensation by way of income. and that all the limited partner’s relations to his co-partners and their obligations to him growing out of the relation remain unimpaired.” 2. Time. 7. Francis Benedict Reotutar (Labor Law). the partnership becomes a general partnership as far as third persons are concerned. Amount of cash and description of and the agree value of the other property contributed by each limited partner. If there is no substantial compliance. If creditors deal with the firm as a limited partnership. It is sufficient that there is substantial compliance in good faith. Members of the partnership Composed of one or Composed only more general partners of general and one or more limited partners partners 11. Share in the profits or other compensation by way of income which each limited partner shall receive by reason of his contribution. 6. Character of the business.) However. 45 PHIL 142 [1923]. Location of the principal place of business. NOTE: A strict compliance with the legal requirements is not necessary. (Jo Chung Cang vs. Anna Margarita Eres (VC-Logistics) Jonathan Mangundayao (Political Law). Rules governing dissolution and winding up Governed by Art. ESSENTIAL REQUIREMENTS FOR FORMATION OF LIMITED PARTNERSHIP 1. subject to all rules applicable to such partnership. Term for which the partnership is to exist. of the partners to admit additional partners. if agreed upon. Firm name Firm name must be No such followed by the word requirement Limited 12. 2. 1863 As to third persons or creditors guilty of estoppel. Garny Luisa Alegre (Commercial Law). Jinky Ann Uy (Remedial Law). Elaine Masukat (VC-EDP). 8. if given. 4. the firm shall not be treated as a general partnership despite lack of substantial compliance to the requirements of a limited partnership. compliance in good may be faith with the constituted in requirements set forth any form by by law contract or conduct of the partnership 10. 10. and as between the partners they are bound by their agreement. Charmaine Torres (Taxation Law). Romuald Padilla (Civil Law). Yolanda Tolentino(VC-Acads).

 A limited partner is liable as a general partner for the firm’s obligations if he takes part or interferes in the management of the business. Continue the business with the partnership property on the death. Joyce Vidad EDP: Alnaiza Hassiman. Right. Ian Dominic Pua(Obligations and Contracts). John Stephen Quiambao(PAT). without written consent or ratification of all limited partners. To inspect. 5. Admit a person as a general partner.CHAIRPERSON: Vida Bocar. to: 1. To have the partnership books kept at the principal place of business of the partnership 2. of a limited partner to demand and receive property other than cash in return of his contribution. Dorothy Gayon  SUBJECT HEADS: Christopher Rey Marasigan (Persons and Family Relations). or subsequently having sufficient time to cancel or amend it or file a petition for its cancellation or amendment. for other that a partnership purpose. civil interdiction or insolvency of a general partner. retirement. RIGHTS OF A LIMITED PARTNER KEY: BIF2AR2 1. Alejandro Casabar(Property). To demand a formal account of the partnership affairs whenever circumstances render it just and reasonable 5. To demand true and full information of the things affecting the partnership 4. Do any act which would make it impossible to carry on the ordinary business of the partnership. Ricasion Tugadi (Conflicts of Law) 4. Rhodora Ferrer(Wills and Succession). To receive a share in the profits or other compensation by way of income provided: that the partnership assets are in excess of partnership liabilities after such payment 7. Right. Confess judgment against the partnership. CIVIL LAW COMMITTEE CHAIRPERSON: Romuald Padilla ASST. partnership books and copy any of them 3. The person suffered a loss as a result of reliance upon such false statement. Ma. Anthony Purganan(LTD). and 14. if given. LIABILITY FOR FALSE STATEMENT IN CERTIFICATE Any partner to the certificate containing a false statement is liable to one who suffers loss by reliance on such certificate provided the following requisites are present: 1. he failed to do so. To ask for dissolution and winding up by decree of court 6. unless the right to do so is given in the certificate 7. 3.San Beda College of Law 167 MEMORY AID IN CIVIL LAW 13. retirement. at a reasonable hour. of the remaining general partner or partners to continue the business on the death.  A general partner in a limited partnership however has no authority. To receive the return of his contribution provided: a) All the liabilities of the partnership have been paid OR the partnership assets are sufficient to pay partnership liabilities b) The consent of all the members (general and limited partners) has been obtained . Possess partnership property. Sha Elijah Dumama(Sales and Lease). 6. MANAGEMENT OF LIMITED PARTNERSHIP  A general partner in a limited partnership is vested with the entire control of the firm’s business and has all the rights and powers and is subject to all the liabilities and restrictions of a partner in a general partnership. civil interdiction. insanity. The person seeking to enforce liability has relied upon the false statement in transacting business with the partnership. 2. unless the right to do so is given in the certificate. or assign their rights in specific partnership property. Ligaya Alipao(Torts and Damages). Admit a person as a limited partner. Do any act in contravention of the certificate. 2. if given. 3. Christopher Cabigao(Credit Transactions). He knew the statement to be false at the time he signed the certificate. Ma. insanity or insolvency of a general partner.

Elaine Masukat (VC-EDP). AND b) Money or other property wrongfully paid or conveyed to him on account of his contribution NOTE: These liabilities can be waived or compromised only by consent of all the members. All the members must consent to the assignee becoming a substituted limited partner. Ronald Jalmanzar (Over-all Vice Chair). Yolanda Tolentino(VC-Acads). OR the limited partner.Secretariat). Those liabilities which he was ignorant at the time he became a limited partner AND which could not be ascertained from the certificate. AND b) For any unpaid contribution which he has agreed in the certificate to make in the future at the time and the conditions stated in the certificate 2. receiving any payment.1865 3. the limited partner is considered a nonpartner creditor PROHIBITED TRANSACTIONS OF A LIMITED PARTNER 1. the rights and powers. or release from liability if it will prejudice the partnership creditors 2005 CENTRALIZED BAR OPERATIONS EXECUTIVE COMMITTEE AND SUBJECT CHAIRPERSONS Maricel Abarentos (Over-all Chairperson). to enforce such liabilities. receiving a pro rata share of the partnership assets with the general creditors if he is NOT also a general partner NOTE: In transacting a business with the partnership as a non-member. but a waiver or compromise shall NOT affect the right of a creditor of a partnership who extended credit or whose claim arose after the filling and before the cancellation or amendment of the certificate. Charmaine Torres (Taxation Law). but which was not contributed or which has been wrongfully returned. Jackie Lou Bautista (Legal Ethics) . granting loans to the partnership 2. Francis Benedict Reotutar (Labor Law). The certificate as amended must be registered in the Securities and Exchange Commission ALLOWABLE TRANSACTIONS OF A LIMITED PARTNER  Being merely a contributor to the partnership is not prohibited from: 1. if no time is specified in the certificate their for the return of the contribution or for the dissolution of the partnership c) The certificate is cancelled or so amended as to set forth the withdrawal or reduction LIABILITIES OF A LIMITED PARTNER 1. Liability as trustee a) Specific property stated in the certificate as contributed by him. Joy Inductivo (VC-Finance). REQUISITES IN ORDER THAT THE ASSIGNEE MAY BECOME A SUBSTITUTED LIMITED PARTNER 1.168 2005 CENTRALIZED BAR OPERATIONS When the return of the contribution may be rightfully demanded: 1) On the dissolution of the partnership 2) Upon the arrival of the date specified in the certificate for the return 3) After he has given 6 months notice in writing to all other partners. or 2. Garny Luisa Alegre (Commercial Law). The certificate must be amended in accordance with Art. RAL RULE: He has all. being empowered by the certificate must give the assignee the right to become a limited partner 2. and is subject to all the restrictions and liabilities of his assignor. Mark David Martinez (Criminal Law). SUBSTITUTED LIMITED PARTNER  A person admitted to all the rights of a limited partner who has died of has assigned his interest in the partnership. transacting other business with the partnership 3. Jinky Ann Uy (Remedial Law). Romuald Padilla (Civil Law). Jennifer Ang(VC. receiving or holding as collateral security any partnership property. Liability for unpaid contribution a) For the difference between his contribution as actually made and that stated in the certificate as having been made. Anna Margarita Eres (VC-Logistics) Jonathan Mangundayao (Political Law). conveyance.

2. is of the greater import. AGENCY CONTRACT OF AGENCY  A contract whereby a person (agent) binds himself to render some service or to do something in representation or on behalf of another (principal). Ma. there is no such prohibition if the partnership assets are sufficient to discharge partnership liabilities to persons not claiming as general or limited partners. with the consent or authority of the latter. Extinguished at will of the principal. Bound to act according to the instructions of his principal. 3. Principle of representation is applied. the legal capacity of the principal rather than the agent. Principle of employment is applied. 3. Ian Dominic Pua(Obligations and Contracts). (Article 1868)  The parties to the contract are: 1. 3.CHAIRPERSON: Vida Bocar. Employee exercise ministerial functions only. 4. Alejandro Casabar(Property). C. AGENCY 1. Agent delivers the proceeds of the sale SALE 1. Dorothy Gayon  SUBJECT HEADS: Christopher Rey Marasigan (Persons and Family Relations). Ma. Principal. Agent can return the object in case he is unable to sell the same 4.  But as regards the party with whom the agent acts or contracts. may enter into an agency. 2. 4. 2. 3. Preparatory Contract PURPOSE OF AGENCY  The purpose of agency is to extend the personality of the principal through the facility of the agent. the buyer. Sha Elijah Dumama(Sales and Lease). Ricasion Tugadi (Conflicts of Law) . Agent receives the goods as the goods of the principal. Anthony Purganan(LTD). depends on how the agency is couched. Rhodora Ferrer(Wills and Succession). Consent  Any person or entity having juridical capacity and capacity to act and not otherwise disqualified. he is the person represented. Christopher Cabigao(Credit Transactions). The buyer receives goods as owner 2.one whom the agent represents and from whom he derives authority. Buyer pays the price. (11 Manresa 434) ELEMENTS OF AGENCY A. cannot return the object sold 4. Principal Contract AGENCY TO SELL 1. It enables the activity of man which is naturally limited in its exercise by the impositions of his physiological conditions to be legally extended by permitting him to be constructively present in many different places and to perform diverse juridical acts and carry on many different activities through another when physical presence is impossible or inadvisable at the same time. Ligaya Alipao(Torts and Damages). 2. CIVIL LAW COMMITTEE CHAIRPERSON: Romuald Padilla ASST. Agent exercise discretionary power to attain an end for which he was appointed. whether it be a general or a special agency.one who acts for and represents another. B.San Beda College of Law 169 MEMORY AID IN CIVIL LAW NOTES:  Violation of the prohibition will give rise to the presumption that it has been made to defraud partnership creditors  The prohibition is NOT ABSOLUTE. Agent. Joyce Vidad EDP: Alnaiza Hassiman. he is the person acting in a representative capacity. Cause  May be onerous or gratuitous but presumed for compensation NOTE: The agent may not be deprived of his right to compensation by an unjustified revocation of the agency LEASE OF SERVICES 1. as a rule. Concurrence of parties is necessary. The buyer can deal with the thing as he please being the owner. John Stephen Quiambao(PAT). Object  the services to be undertaken by the agent  may cover all acts pertaining to a business of the principal (general agency) or one or more specific transactions (special agency)  the extent of the agent’s authority to act.

Anna Margarita Eres (VC-Logistics) Jonathan Mangundayao (Political Law). from his silence or lack of action. he may do thru another. Acts of the agent. b) special. Elaine Masukat (VC-EDP). Garny Luisa Alegre (Commercial Law). knowing that another person is acting on his behalf without authority. a) Voting during an election. When the law requires a specific form ii. (Article 1869) NOTE: In an implied agency. d) A member of the board of directors or trustees in a corporation cannot validly act as such by proxy e) An agent cannot delegate to a sub-agent the performance of acts which he has been appointed to perform in person.one where the agent acts in his own name but for the account of the principal. or from his silence or inaction according to the circumstances. 2.from his silence or lack of action. FORM OF AGENCY  Agency may be express or implied from the acts of the principal. as to extent of business covered a) general. The agent’s authority may be oral or written. b) implied. b) Persons who.when he carries out the agency. acts of the principal. 1.one which comprises all the business of the principal. 4. as to its character a) gratuitous. Francis Benedict Reotutar (Labor Law). b) compensated or onerousone where the agent receives compensation for his services. Personal actsif personal performance is required the doing of an act by a person on behalf of another does not constitute performance by the latter. Jackie Lou Bautista (Legal Ethics) . Jinky Ann Uy (Remedial Law). as to manner of creation a) express. Examples: a) An alien principal using an agent to acquire lands. or his failure to repudiate the agency knowing that another person is acting on his behalf without authority.one where the agent receives no compensation for his services.170 2005 CENTRALIZED BAR OPERATIONS KINDS OF AGENCY 1.There can be no agency in the perpetration of a crime or unlawful act. Ronald Jalmanzar (Over-all Vice Chair). Romuald Padilla (Civil Law).one where the agent acts in the name and in representation of the principal.one where the agent has been actually authorized by the principal. Mark David Martinez (Criminal Law). b) couched in specific termsone authorizing only the performance of a specific act or acts. Criminal Acts or Acts not allowed by law. ACTS WHICH MAY BE DELEGATED TO AN AGENT person. 5. are prohibited from acquiring said property and cannot do so through an agent. as to its nature and effects a) ostensible or representative. Yolanda Tolentino(VC-Acads). 2. b) Making a will. 2005 CENTRALIZED BAR OPERATIONS EXECUTIVE COMMITTEE AND SUBJECT CHAIRPERSONS Maricel Abarentos (Over-all Chairperson). Joy Inductivo (VC-Finance). Jennifer Ang(VC. Charmaine Torres (Taxation Law). It may be in a public or private writing.one which comprises one or more specific transactions. because of their position and relation with the persons under their charge or property under control. c) Making statements which are required to be done under oath. b) simple or commission.one which is implied from the i.Secretariat). either orally or in writing. as to authority conferred a) couched in general termsone which is created in general terms and is deemed to comprise only acts of administration. or his failure to repudiate the agency. the principal is still bound by the acts of the agent just as in case of express agency There are no formal requirements governing the appointment of an agent. 3.

Scope of Authority Usually authorized to do all acts connected with the business or employment in which he is engaged.1874)  the sale itself should be in writing in order to be enforceable. Ma. Anthony Purganan(LTD).one employed to transact all the business of the principal. CA et al. business or employment. Dorothy Gayon  SUBJECT HEADS: Christopher Rey Marasigan (Persons and Family Relations). and which he can lawfully delegate to another the power of doing.. 2. GR 124741. 1993) CLASSES AND KINDS OF AGENTS 1. and he did not reply to the letter or telegram RULE ON AGENCY BY ESTOPPEL  One who clothes another with apparent authority as his agent. Joyce Vidad EDP: Alnaiza Hassiman. or to act upon a particular occasion. Only the purported agent is liable. Binds the principal for acts within the scope of his authority. agent receives it without any objection 2.one authorized to act in one or more specific transactions. October 26. Authorized to do only acts in pursuance of particular instructions or with restrictions necessarily implied from the acts to be done 2. Christopher Cabigao(Credit Transactions). January 28. (Dizon et al. Alejandro Casabar(Property). 2. General Agent Special Agent Example: Sale of a piece of land or any interest therein through an agent: NOTES:  authority to sell must be in writing. Where persons are absent Acceptance cannot be implied from silence of the agent 1. Special or Particular Agent. or from his silence or inaction according to the circumstances Kinds of Implied Acceptance 1. Continuity Conducts a series of transactions involving a continuity of service.  The authority of an agent to execute a contract of sale of real estate must be conferred in writing and must give him specific authority. 2003) FORM OF ACCEPTANCE BY AGENT  Acceptance by the agent may also be express or implied from his acts which carry out the agency. and in the honest belief that he is what he appears to be. Ma. principal delivers his power of attorney to the agent and b. principal entrusts to him by letter or telegram a power of attorney with respect to the business in which he is habitually engaged as an agent. CIVIL LAW COMMITTEE 1. Where persons are present  Acceptance may be implied if: a. John Stephen Quiambao(PAT). Not really an agent 2. CA. either to conduct the general business of the principal or to execute a binding contract containing terms and conditions which are in the contract he did execute. otherwise the sale is VOID (Art. AGENCY BY ESTOPPEL 1. Ian Dominic Pua(Obligations and Contracts).88531. Rhodora Ferrer(Wills and Succession). or in other words to do all acts. vs. Universal Agent. De Jure Agent 2. or to do one or more specific acts. Usually involves a single transaction or a series of transactions not involving continuity CHAIRPERSON: Romuald Padilla ASST. cannot be permitted to deny the authority of such person in good faith. or all the business of a particular kind or in a particular place. 3. principal transmits his power of attorney to the agent. connected with a particular trade.San Beda College of Law 171 MEMORY AID IN CIVIL LAW IMPLIED ACCEPTANCE 1. who receives it without any objection.one employed to do all acts that the principal may personally do. and holds him out to the public as such. Sha Elijah Dumama(Sales and Lease).CHAIRPERSON: Vida Bocar. Ligaya Alipao(Torts and Damages). GR. Ricasion Tugadi (Conflicts of Law) . (Cuison vs. General Agent.

unless the latter’s act be urgent and indispensable for the preservation of the things which are under administration.LLB. Termination of Authority Apparent authority Mere revocation does not terminate by is effective to the mere revocation terminate the of his authority authority as to without notice to the third persons third party because the third person has a duty to inquire 5. (Siredy Enterprises. 10. must be certified in accordance with the Rules of Court. to renounce the right to appeal from a judgment. appoints another as his agent and confers upon him the authority to perform certain specified acts or kinds of acts on behalf of the principal. September 27. 9. Ronald Jalmanzar (Over-all Vice Chair). To create or convey real rights over immovable property. except where it is executed in a foreign country. Elaine Masukat (VC-EDP). 7. 6. 2002) 2005 CENTRALIZED BAR OPERATIONS EXECUTIVE COMMITTEE AND SUBJECT CHAIRPERSONS Maricel Abarentos (Over-all Chairperson). they are not required to go beyond the terms of the written power of attorney.BOCARO) 1. Any other act of strict dominion. NOTE: a third person with whom the agent wishes to contract on behalf of the principal may require the presentation of the power of attorney or the instructions as regards the agency. Joy Inductivo (VC-Finance). In the same way. Mark David Martinez (Criminal Law). To effect novation which put an end to obligations already in existence at time the agency was constituted. To ratify or recognize obligations contracted before the agency. To bind the principal to render some service without compensation. except customary ones for charity or those made to employees in the business managed by the agents. 4. To make gifts. 2. Romuald Padilla (Civil Law). et al. 14. 13. Garny Luisa Alegre (Commercial Law). To loan or borrow money. While third persons are bound to inquire into the extent or scope of the agent’s authority. 15. 5. GR 129039. To waive any obligation gratuitously. To make such payments as are not usually considered as acts of administration. To lease any real property to another person for more than one year. Charmaine Torres (Taxation Law). except private or secret orders. To obligate the principal as guarantor or surety. NOTE: It need not be notarized. Inc. Jackie Lou Bautista (Legal Ethics) . Francis Benedict Reotutar (Labor Law). INSTANCES WHERE SPA IS NECESSARY (ART 1878) (PECWEM. Jennifer Ang(VC. NOTE: The scope of the agent’s authority is what appears in the written terms of the power of attorney. as principal. to submit questions to arbitration. Jinky Ann Uy (Remedial Law). Yolanda Tolentino(VC-Acads).172 2005 CENTRALIZED BAR OPERATIONS 3.Secretariat). vs. Construction of Instructions of Principal Statement of Authority of agent principal with must be strictly respect to the pursued agent’s authority would ordinarily regarded as advisory only SPECIAL POWER OF ATTORNEY (SPA)  An instrument in writing by which one person. Extent by which agent may bind principal Binds his principal by Cannot bind his an act within the principal in a scope of his authority manner beyond although it may be or outside the contrary to his special specific acts instructions which he is authorized to perform on behalf of the principal 4. Anna Margarita Eres (VC-Logistics) Jonathan Mangundayao (Political Law). Third persons cannot be adversely affected by an understanding between the principal and his agent as to the limits of the latter’s authority. To accept or repudiate an inheritance. 11. to waive objections to the venue of an action or to abandon a prescription already acquired. To enter into any contract by which the ownership of an immovable is transmitted or acquired either gratuitously or foe a valuable consideration. 3. 8. 12. CA. To bind the principal in a contract of partnership. To compromise. third persons need not concern themselves with instructions given by the principal to his agent outside the written power of attorney.

Latter acts within the scope of his authority but in his own name (UNDISCLOSED PRINCIPAL).  SPA to mortgage includes the power to allow the extrajudicial foreclosure of the mortgaged property. Agent must act in behalf of the principal NOTE: The limits of the agent’s authority shall not be considered exceeded should it have been performed in a manner more advantageous to the principal than that specified by him. Alejandro Casabar(Property). Ma. in principal’s name – valid. he will be held liable for breach of warranty against eviction. Sha Elijah Dumama(Sales and Lease). and for this purpose. whether or not the subject matter belongs to the principal. except when the transaction involves a thing belonging to the principal. the “agent” can transfer legally the ownership of the thing. Where the limitations upon the power created by him could not have been known by the third person. and 2. (Cosmic Lumber Corp vs. provided that at the time of delivery. may be validated retroactively from the beginning (Article 1407) b.  SPA to compromise does not authorize submission to arbitration  SPA for an agent to institute any action in court to eject all persons in the principal’s lots so that the principal could take material possession thereof. 2. 3. and vice versa. Dorothy Gayon  SUBJECT HEADS: Christopher Rey Marasigan (Persons and Family Relations). generally not binding on the principal. Exceptions: 1. does not grant any power to the agent to sell the subject property nor a portion thereof. In such case. Agent must act within the scope of his authority 2.San Beda College of Law 173 MEMORY AID IN CIVIL LAW NOTES:  SPA to sell does not include the power to mortgage. agent and stranger are the only parties. in his own name – valid. in which case. Article 1883 does NOT apply OCCASIONS WHEN PRINCIPAL IS BOUND BY THE ACTS OF THE AGENT BEYOND THE LATTER’S POWERS General Rule: The principal is not bound by the acts of the agent beyond his limited powers. John Stephen Quiambao(PAT). Where the principal’s acts have contributed to deceive the third person in good faith. EFFECTS OF AGENT’S ACTS 1. Otherwise. Ligaya Alipao(Torts and Damages). Latter acts without or beyond the scope of his authority in the former’s name. principal is bound. Ian Dominic Pua(Obligations and Contracts). Rhodora Ferrer(Wills and Succession).CHAIRPERSON: Vida Bocar. Gutierrez Repide 6 PHIL 680 [1906]) 4. Anthony Purganan(LTD). in his own name – Apply Article 1883. in principal’s name – unauthorized and unenforceable but may be ratified. With Authority a. CA 265 SCRA 168) EFFECT OF LACK OF SPA WHERE ONE IS REQUIRED: UNENFORCEABLE When principal bound by act of agent 1. the contract is deemed as entered between the principal and the third person. Without Authority a. Ma. 2. except regarding things belonging to the principal or when the principal ratifies the contract or derives benefit therefrom. Where the principal has placed in the hands of the agent instruments signed by him in blank (Strong vs. When a person NOT bound by act of another 1. Joyce Vidad EDP: Alnaiza Hassiman. Ricasion Tugadi (Conflicts of Law) . agent not personally liable unless he bound himself (Article 1897) b. to appear at the pre-trial and enter into any stipulation of facts and/or compromise agreement but only insofar as this is protective of the rights and interests of the principal in the property. Christopher Cabigao(Credit Transactions). Where the principal has ratified the acts of the agent. CIVIL LAW COMMITTEE CHAIRPERSON: Romuald Padilla ASST.

and in default thereof. Exercise of the additional authority for the principal’s own protection 4. To answer for damages if there being a conflict between his interest and those of the principal. Jinky Ann Uy (Remedial Law). To obey all lawful orders and instructions of principal within the scope of the agancy 3. which belong to different owners 12. Yolanda Tolentino(VC-Acads). To bear the risk of collection. To carry out the agency which he has accepted 2. GENERAL OBLIGATIONS OF AGENT TO PRINCIPAL: 1. Inability of the agent to communicate with the principal 3. To finish the business already begun on the death of the principal should delay entail any danger 4. To be responsible in certain cases for the acts of the substitute appointed by him 13. To act with utmost good faith and loyalty for furtherance of principal’s interests 2. skill and diligence SPECIFIC OBLIGATIONS OF AGENT TO PRINCIPAL 1. Joy Inductivo (VC-Finance). Knowledge of agent is knowledge of principal. a guarantee commission 16. Garny Luisa Alegre (Commercial Law). the authority of an agent is correspondingly enlarged in order to cope with the exigencies or the necessities of the moment  Requisites: 1. To inform the principal. of such sale 15. Where the person claiming the benefit of the rule colludes with the agent to defraud the principal 2005 CENTRALIZED BAR OPERATIONS EXECUTIVE COMMITTEE AND SUBJECT CHAIRPERSONS Maricel Abarentos (Over-all Chairperson). Not to carry out the agency if its execution would manifestly result in loss or damage to the principal 8. Francis Benedict Reotutar (Labor Law). in the case of a commission agent who handles goods of the same kind and mark. Real existence of an emergency 2. where an authorized sale of credit has been made. To distinguish goods by countermarks and designate the merchandise respectively belonging to each principal. To answer for damages which through his performance the principal may suffer 3. To exercise reasonable care. To render an account of his transactions and to deliver to the principal whatever he may have received by virtue of the agency 11.174 2005 CENTRALIZED BAR OPERATIONS Doctrine of Agency by Necessity  By virtue of the existence of an emergency. Charmaine Torres (Taxation Law). Anna Margarita Eres (VC-Logistics) Jonathan Mangundayao (Political Law). To advance the necessary funds should there be a stipulation to do so 6. To observe diligence of a good father of a family in the custody and preservation of the goods forwarded to him by the owner in case he declines an agency. Ronald Jalmanzar (Over-all Vice Chair). To pay interest on funds he has applied to his own use 14. To act in accordance with the instructions of the principal. Elaine Masukat (VC-EDP). Mark David Martinez (Criminal Law). Jennifer Ang(VC. until an agent is appointed 5. Agent’s duty is not to disclose the information (confidential information) 3. he should prefer his own 9. premises duly considered NOTE: Agency can never be created by necessity. Romuald Padilla (Civil Law). to do all that a good father of a family would do 7.Secretariat). To indemnify the principal for damages for his failure to collect the credits of his principal at the time that they become due 17. Adoption of fairly reasonable means. Jackie Lou Bautista (Legal Ethics) . what is created is additional authority in an agent appointed and authorized before the emergency arose. Agent’s interests are adverse to those of the principal 2. 1. Not to loan to himself if he has been authorized to lend money at interest 10. To be responsible for fraud or negligence NOTE: A stipulation exempting the agent from the obligation to render an account shall be VOID. should he receive also on sale.

Ma. ii. in these two cases the principal may further bring an action against the substitute with respect to the obligations which the latter has contracted under the substitution.San Beda College of Law 175 MEMORY AID IN CIVIL LAW SUB-AGENT  A person to whom the agent delegates. NOTE: The agent may appoint a substitute (sub-agent) except when he has been prohibited by the principal. When agent exceeds his authority 3. Ricasion Tugadi (Conflicts of Law) .  Their responsibility is JOINT. Alejandro Casabar(Property). NOTE: All acts of the substitute appointed against the prohibition of the principal shall be VOID. JOINT AGENTS  Agents appointed by one or more principals under such circumstances as to induce the inference that it was the principal’s intent that all should act in conjunction in consummating the transaction for which they were appointed. When the agent expressly binds himself NOTE: The individual liability of the agent can be considered a further security in favor of the creditor and does not affect or preclude the liability of the principal. Joyce Vidad EDP: Alnaiza Hassiman. which for this purpose.  If the commission agent received goods consigned to him. When a person acts as an agent without authority or without a principal 5.  If solidarity has been agreed upon. has to be placed in his possession and at his disposal. and the person appointed was notoriously incompetent or insolvent. Ian Dominic Pua(Obligations and Contracts). the performance of an act for the principal which the agent has been empowered to perform through his representative. except if solidarity has been expressly stipulated. Anthony Purganan(LTD). fault or negligence of his fellow agents. (ART 1892) Instances when agent shall be responsible for the acts of the substitute: 1. he is responsible for any damage or deterioration suffered by the same in the terms and conditions and as described in the consignment. non-fulfillment of the agency b. as his agent. when he was given such power but without designating the person. When agent by his acts prevents performance on the part of the principal 4. except when the fellow agents acted beyond the scope of their authority. shall distinguish them by countermarks. and designate the merchandise respectively belonging to each principal. John Stephen Quiambao(PAT). or 2. in which case any interest or benefit from the sale on credit shall belong to the agent since the principal cannot be allowed to enrich himself at the agent’s expense. Ma. He may ratify the sale on credit in which case it will have all the risks and advantages to him. the principal is given two alternatives: i. both are liable 2. A person who acts as an agent of an incapacitated principal unless the third party was aware of the incapacity at the time of the making of the contract FACTOR/COMMISSION AGENT . Sha Elijah Dumama(Sales and Lease). when he was not given the power to appoint. NOTE: innocent agent has a right later on to recover from the guilty or negligent agent (ART 1217(2)) Instances when agent may incur personal liability: 1. each agent is responsible for the: a. which belong to different owners.CHAIRPERSON: Vida Bocar. CIVIL LAW COMMITTEE CHAIRPERSON: Romuald Padilla ASST. If such sale is made without authority. 3.  A commission agent can sell on credit only with the express or implied consent of the principal. Christopher Cabigao(Credit Transactions). Ligaya Alipao(Torts and Damages). Rhodora Ferrer(Wills and Succession). He may require payment in cash.  The commission agent who handles goods of the same kind and mark. Dorothy Gayon  SUBJECT HEADS: Christopher Rey Marasigan (Persons and Family Relations).one engaged in the purchase and sale for a principal of personal property.

in behalf of others and for a commission or fee. he shall inform the principal with a statement of the names of the buyers. act must be capable of ratification 5. a factor or 2. act must be done in behalf of the principal ESTOPPEL BY PRINCIPAL Even when the agent has exceeded his authority. even if the business was not successful.  The commission agent who does not collect the credits of his principal at the time when they become due and demandable shall be liable for damages. BROKER  A middleman or intermediary who. provided the agent was free from fault 4. the reasonable value of the agent’s services LIABILITY OF PRINCIPAL FOR TORT OF AGENT RULE: The principal is civilly liable to third persons for torts of an agent committed at the principal’s direction or in the course and within the scope of the agent’s authority. Jennifer Ang(VC. Anna Margarita Eres (VC-Logistics) Jonathan Mangundayao (Political Law). To advance to the agent. which the agent has to bear in the collection of credits.176 2005 CENTRALIZED BAR OPERATIONS  If the commission agent is authorized to sell on credit. Reason for liability: The rule is based upon the principle that he who does an act through another does it himself. With such statement.  An agent with a del credere commission is liable to the principal if the buyer fails to pay or is incapable of paying. GENERAL OBLIGATIONS OF PRINCIPAL TO AGENT  Duties and liabilities of the principal are primarily based upon the contract and the validity of the contract between them SPECIFIC OBLIGATIONS OF PRINCIPAL TO AGENT (CARIP) 1. Ordinary Commission  Compensation for the sale of goods which are placed in his possession or at his disposal. principal must ratify the acts in its entirety 4. CONDITIONS FOR RATIFICATION 1. To pay the agent the compensation agreed upon. Romuald Padilla (Civil Law).Secretariat). the sale shall be deemed to be for cash as far as the principal is concerned. should the latter so request. Elaine Masukat (VC-EDP). Joy Inductivo (VC-Finance). the principal is solidarily liable with the agent if the former allowed the latter to act as though he had full powers. principal must have had knowledge of material facts 3. To reimburse the agent for what the latter has advanced (plus interest). principal must have capacity and power to ratify 2. Factorage  Compensation of commission agent. To indemnify the agent for all the damages. Francis Benedict Reotutar (Labor Law). Guaranty Commission (Del credere)  Fee that is given in return for the risk. negotiates contracts/transactions relating to real or personal property. or if no compensation was specified. Jackie Lou Bautista (Legal Ethics) . 5. Jinky Ann Uy (Remedial Law). Yolanda Tolentino(VC-Acads). Charmaine Torres (Taxation Law). which the execution of the agency may have caused the latter without fault or negligence on his part NOTE: The agent may retain in pledge the things which are the object of the agency until the principal effects this reimbursement and pays the indemnity. Mark David Martinez (Criminal Law). Garny Luisa Alegre (Commercial Law). Ronald Jalmanzar (Over-all Vice Chair). unless he proves the exercise of due diligence for that purpose. To comply with all the obligations which the agent may have contracted within the scope of his authority and in the name of the principal 2005 CENTRALIZED BAR OPERATIONS EXECUTIVE COMMITTEE AND SUBJECT CHAIRPERSONS Maricel Abarentos (Over-all Chairperson). the sums necessary for the execution of the agency 3. JOINT PRINCIPALS  Two or more persons who appoint an agent for a common transaction or undertaking.

 Requisites of solidary liability: 1. The principals have all concurred in the appointment of the same agent. 1. Expiration of the period 2. Anthony Purganan(LTD). or an incidental element thereof so it cannot be unilaterally revoked. regardless of the term of the agreement. and 3. Sha Elijah Dumama(Sales and Lease). 4. in Coleongco vs. which entrusted or accepted the agency. Ian Dominic Pua(Obligations and Contracts). If the agency has been constituted in the common interest of the principal and the agent 2. Revocation 6. one of them with the agent and the other with the principal. without prejudice to Article 1544(double sale). 2 If the agent has acted in good faith. Alejandro Casabar(Property). There are two or more principals 2. 3. John Stephen Quiambao(PAT). he alone shall be responsible.  The agency becomes merely a part of another obligation or agreement. NOTE: However. civil interdiction. If it is the means of fulfilling an obligation already contracted. when it was stipulated that the expenses would be borne by the agent. the authority (agency) . if the agent acted in contravention of the principal’s instructions. who have accepted the stipulation in their favor Agency coupled with an interest  An agency wherein the agent has acquired some interest of his own in the execution of the authority granted to him. Instances when principal is not liable for the expenses incurred by the agent: 1. when the expenses were due to the fault of the agent. if the principal was not aware thereof. Claparals (10 SCRA 577). The agent is appointed for a common transaction or undertaking NOTE: Any one of them may revoke the agency RULES ON DOUBLE SALE BY PRINCIPAL AND AGENT 1 When two persons contract with regard to the same thing. Accomplishment of the object or the purpose of the agency 5. 3. Ligaya Alipao(Torts and Damages). in addition to his mere interest in the contract of employment with the resulting gains. Instances when death of principal does not terminate agency 1. or that the latter would be allowed only a certain sum.San Beda College of Law 177 MEMORY AID IN CIVIL LAW  Liability: solidarily liable to the agent for all the consequences of the agency. MODES OF EXTINGUISHMENT OF AGENCY (EDWARD) 1. and 4. the SC made a sweeping statement that coupled with an interest or not. Death. unless the latter should wish to avail himself of the benefits derived from the contract. 2. Christopher Cabigao(Credit Transactions). the principal shall be liable in damages to the third person whose contract must be rejected. Joyce Vidad EDP: Alnaiza Hassiman.CHAIRPERSON: Vida Bocar. Ma. If it has been constituted in the interest of a third person who has accepted the stipulation in his favor Revocation of Agency by Principal will of the principal. and the two contracts are incompatible with each other. 2. Dorothy Gayon  SUBJECT HEADS: Christopher Rey Marasigan (Persons and Family Relations). Ricasion Tugadi (Conflicts of Law) 3. If a partner is appointed manager of a partnership and his termination is unjustifiable. when the agent incurred them with knowledge that an unfavorable result would ensure. If a bilateral contract depends upon it. Withdrawal of the agent  agent may withdraw by giving notice to the principal. 4. If the agent is in bad faith. Rhodora Ferrer(Wills and Succession). Dissolution of the firm or corporation. If it is created not only for the interest of the principal but also for the interest of third persons. that of prior date shall be preferred. insanity or insolvency of the principal or of the agent CIVIL LAW COMMITTEE CHAIRPERSON: Romuald Padilla ASST. Ma. but must indemnify the principal for damages that he may suffer by reason of such withdrawal.

the person who holds the legal title to the trust property for the benefit of another and with certain powers and subject to certain duties 3. The trustor may establish a trust with himself as the beneficiary (usual case). Garny Luisa Alegre (Commercial Law). The beneficiary of a trust may demand performance of the obligation without having formally accepted the benefit of the trust in public document. An existing legal relationship and involves the separation of legal and equitable title DONATION There is a transfer of property as well as the disposition of both legal and equitable ownership except in cases of gifts in trust. Joy Inductivo (VC-Finance). CONTRACT A legal obligation based on an undertaking supported by a consideration. Beneficiary or the cestui que trust . Mark David Martinez (Criminal Law). TRUSTS TRUST  A legal relationship between one person having an equitable ownership in property and another owning the legal title to such property. Persons involved in the creation of a trust: 1. Jackie Lou Bautista (Legal Ethics) . Effectivity . where he had previously granted a general power of attorney to one agent. It is designed to promote justice. Jennifer Ang(VC.one imposed by law irrespective of and even contrary to the intention of the parties. 2. Trustee . Ronald Jalmanzar (Over-all Vice Chair).one in which the intention to create a trust is presumed by law to exist from the transaction and facts of the case 2) Constructive trust . Francis Benedict Reotutar (Labor Law).the one who intentionally creates a trust 2. Elaine Masukat (VC-EDP). Implied Revocation may be effected: 1. This may be either: 1) Resulting trust . By the act the principal in subsequently granting a special power of attorney as regards the same business to another agent.178 2005 CENTRALIZED BAR OPERATIONS can certainly be revoked for a just cause. or 3.Secretariat). 2. By the act of the principal in appointing another agent for the same business or transaction. frustrate fraud and prevent unjust enrichment.from the viewpoint of whether they become effective after the death of the trustor or during his life. He may be a natural person or a legal entity. embracing a set of rights and duties fiduciary in character which may be created by a declaration without consideration. Creation .the one who has the equitable interest in the property and enjoys the benefit of administration by the trustee.one which comes into being by operation of law. 2005 CENTRALIZED BAR OPERATIONS EXECUTIVE COMMITTEE AND SUBJECT CHAIRPERSONS Maricel Abarentos (Over-all Chairperson). upon mere acquiescence in the formation of the trust and acceptance under the second paragraph of article 1311(stipulations pour autrui). TRUST 1. which obligation may or may not be fiduciary in character. Jinky Ann Uy (Remedial Law). it may be either: a) Express trust .created by the intention of the trustor or of the parties b) Implied trust . Anna Margarita Eres (VC-Logistics) Jonathan Mangundayao (Political Law). The donee must comply with the legal requirements in accepting donations. testamentary trusts b. trusts inter vivos (sometimes called “living trusts”) 2. By the act of the principal in directly managing the business entrusted to the agent. Trustor . Yolanda Tolentino(VC-Acads). CLASSIFICATIONS 1. 2. Romuald Padilla (Civil Law).from the viewpoint of the creative force bringing them into existence. Charmaine Torres (Taxation Law). TRUST Always involves owner-ship. it may be either: a.

Necessity of Acceptance to the creation and validity of trust relationship 1. (see Sec. et al. in favor of a person already disqualified to obtain additional homesteads.CHAIRPERSON: Vida Bocar. (10 years from the time that the repudiation is made known to the beneficiary in cases of express trust or resulting trust while 10 years from the time a constructive trust arises). John Stephen Quiambao(PAT). Christopher Cabigao(Credit Transactions). Ian Dominic Pua(Obligations and Contracts). it was held that repudiation takes place when the adverse party registers the land. Anthony Purganan(LTD). sec 3 does not apply in cases of implied trust that is.  Neither may a trust be created for the purpose of evading a legal prohibition. The period fixed by law has expired. 2. However.real. Dorothy Gayon  SUBJECT HEADS: Christopher Rey Marasigan (Persons and Family Relations). GR 115925. Acceptance of the beneficiary  The acceptance by the beneficiary is essential to the creation and validity of a trust. This latter requirement however is not for validity but only for purposes of proof. personal. the CIVIL LAW COMMITTEE CHAIRPERSON: Romuald Padilla ASST. Arro. Ascertainable trust res. 85 PHIL 505 )  The trust property is owned by two or more persons at the same time.  In order that a trustee may sue or be sued alone. Ma. et al. or by proceedings in court. by some writing deed or will. and nominal rather than real. such acceptance is presumed if there is no proof to the contrary and the trust does not impose any onerous condition upon the beneficiary. But his ownership is a mere matter of form rather than substance. . 2003. choses in action held by the trustee. Requisites for a Trustee to claim title by prescription: 1. vs. that is a trust created by the direct and positive acts of the parties. Ricasion Tugadi (Conflicts of Law) courts will appoint a trustee to fill the office that he declines. Sha Elijah Dumama(Sales and Lease). PROOF OF TRUST or implied may be proved by parol or oral evidence immovable property or any interest therein. Acceptance of the trustee  The acceptance of the trustee is not necessary to its existence and validity since if he declines. Example: there cannot be a trust created for the purpose of obtaining homestead patents. Alejandro Casabar(Property). Ligaya Alipao(Torts and Damages). Such positive acts of repudiation have been made known to the beneficiary or the cestui que trust 3. 2.) NOTES:  the 10-year prescriptive period in case of implied trust begins to run from the date the trustee repudiates the express trust. In the case Sps. (Pacheco vs. August 15. Competent trustor and trustee. The evidence thereon should be clear and convincing and 4. and 3. the relation between the two owners being such that one of them is under an obligation to use his ownership for the benefit of the other. CA.3 Rule 98 of the Rules of Court). NOTES:  Trusts cannot be established in violation of law. a trust which may be inferred merely by the acts of the parties or from other circumstances. NOTE: But a trustee’s acceptance of the trust is necessary to charge him with the office of the trustee and the administration of the trust and to vest the legal title in him.San Beda College of Law 179 MEMORY AID IN CIVIL LAW ELEMENTS OF EXPRESS TRUST 1. funds or money. Heald Lumber Co. Sufficiently certain beneficiaries. Ma. (PAL vs.  The trustee is not a mere agent but an owner. Joyce Vidad EDP: Alnaiza Hassiman. Rhodora Ferrer(Wills and Succession). it is essential that his trust should be express. TRUST PROPERTY The concept of a trust arises from or is the result of a fiduciary relation between the trustee and the cestui que trust as regards certain property. Trust is founded in equity such that it cannot result from a contract formed for an illegal purpose. Pascual. He has performed open and unequivocal acts of repudiation 2. Rule 3.

KINDS OF IMPLIED TRUSTS 1. even if there is no repudiation. Jinky Ann Uy (Remedial Law). Romuald Padilla (Civil Law). 1451. As to proof of trust An express trust over an immovable property or any interest therein cannot be proved by parol evidence An implied trust over an immovable or any interest therein may be proved by oral evidence. RESULTING CONSTRUCTIVE TRUST TRUST 1. constituting valuable consideration. 1455. In constructive trusts. 1454. Jennifer Ang(VC. 1452. Ronald Jalmanzar (Over-all Vice Chair). made known to beneficiary. b) and such consideration must be furnished by the alleged beneficiary of a resulting trust. Jackie Lou Bautista (Legal Ethics) . As regards repudiation of trust An express repudiation made known to the beneficiary is necessary in order that laches or acquisitive prescription may bar an action to enforce an express trust. Prescriptive period: The 10 year The 10 year prescriptive prescriptive period period shall be shall be counted from counted from the time that the the time constructive trust repudiation is arises. it is essential that there be: a) an actual payment of money. without being express. laches may bar an action to enforce an implied trust. a trust does not result. TRUST PURSUIT RULE  Equity will pursue property that is wrongfully converted by the fiduciary. Examples: Illustrated in Illustrated in Articles Articles 1448. Elaine Masukat (VC-EDP). and the action is to annul a voidable contract under Article 1390. from the frustrate fraud and to nature of their prevent unjust transaction enrichment. provided its product or proceeds are capable of identification. Purchase money resulting trust (Article 1448) – There is a resulting trust when property is sold. or which are superinduced on the transaction by operation of law. A trust will follow the property through all changes in its state and form. Intention to create trust: The intent of The trust is created the parties to irrespective of or even create a trust contrary to the is presumed or intention of the parties implied by law to promote justice.Secretariat). the presumption being that a gift was intended. Garny Luisa Alegre (Commercial Law). Francis Benedict Reotutar (Labor Law). as matters of equity independently of the particular intention of the parties. IMPLIED TRUST  Are those. 2. (Tigno vs. 1456 1449. Joy Inductivo (VC-Finance). As to creation Created by the intention of the parties Come into being by operation of law.180 2005 CENTRALIZED BAR OPERATIONS  the 4-year prescriptive period under Article 1391 applies only if the fraud does not give rise to an implied trust. EXCEPTIONS: a) Where A pays the purchase money and title is conveyed by absolute deed to A’s child or to a person to whom A stands in loco parentis and who makes no express promise. b) Where an actual contrary intention is proved. Charmaine Torres (Taxation Law). c) Where the purchase is made in violation of an existing statute and in evasion of its express provision. no trust can result in favor of the party who is guilty of fraud. Anna Margarita Eres (VC-Logistics) Jonathan Mangundayao (Political Law). and the legal estate is granted to one party but the price is paid by another party for the purpose of having the beneficial interest of the property. or otherwise compel restitution to the beneficiary. property or services or an equivalent. Mark David Martinez (Criminal Law). 1450. 3. 2. 3. 1453 EXPRESS TRUST IMPLIED TRUST 1. Yolanda Tolentino(VC-Acads). are deducible from the nature of the transaction as matters of intention. Court of Appeals 280 SCRA 262 [1997]) 2005 CENTRALIZED BAR OPERATIONS EXECUTIVE COMMITTEE AND SUBJECT CHAIRPERSONS Maricel Abarentos (Over-all Chairperson).  To give rise to a purchase money resulting trust.

which in effect seeks to quiet title to property. Court of Appeals 267 SCRA 339 [1997]. Certificate of registration of vehicle placed in the name of a person although the price was not paid by him but by another. or transfer to another. 3. the point of reference being the date of registration of the deed or the date of the issuance of the certificate of title over the property. Alejandro Casabar(Property). The registration of land under torrens in the name of one person do not bar evidence to show it was only held in trust for another. Purchase of property with use of trust funds (ART 1455) 10. Legal title to property purchased taken in one co-owner. Joyce Vidad EDP: Alnaiza Hassiman. Dorothy Gayon  SUBJECT HEADS: Christopher Rey Marasigan (Persons and Family Relations). this rule applies only when the plaintiff (or person enforcing the trust) is not in possession of the property. Rhodora Ferrer(Wills and Succession). Christopher Cabigao(Credit Transactions). Anthony Purganan(LTD). does not prescribe. Other examples of implied trust: 1. b) Such positive acts of repudiation have been made know to the cestui que trust. 4. BUT. (Vda. NOTE: An action for reconveyance of a parcel of land based on an implied or constructive trust prescribes in ten years. De Cabrera vs. John Stephen Quiambao(PAT). Donations made to a person but the beneficial interest is vested in another. and c) Evidence thereon is clear and positive. Ma. (ART 1456). Requisites before period or prescription may start in regard to an action based on an implied trust: a) the trustee has performed unequivocal acts of repudiation amounting to an ouster of the cestui que trust. ART 1450 ) 4. 2. 3. 8. Purchase with borrowed funds and the conveyance is made to lender to secure payment of debt. One arising from the agent’s willful violation of the trust reposed in him by the principal by buying for himself the property he was supposed to buy for the principal who designated and appointed him to negotiate with the owner. CIVIL LAW COMMITTEE CHAIRPERSON: Romuald Padilla ASST. Acquisition of property through mistake or fraud. (ART 1449). (ART 1452) 6. Ma. as represented by the capital stock. Ligaya Alipao(Torts and Damages).) NOTE: The enumeration is not exclusive. The donee is the trustee while the designated third person is the beneficiary. are regarded as “trust fund” to be maintained unimpaired for the payment of corporate creditors. Ricasion Tugadi (Conflicts of Law) . Legal title to land inherited by heir placed in the name of another. since if a person claiming to be the owner thereof is in actual possession of the property. Conveyance under a promise to hold for. (Article 1451) 5. Absolute conveyance to a person to secure performance of grantor’s obligation. Ian Dominic Pua(Obligations and Contracts). In consonance with the trust fund doctrine in Corporation Law. (ART 1454) 9. the right to seek reconveyance.San Beda College of Law 181 MEMORY AID IN CIVIL LAW 2. (ART 1453) 7. the assets of the corporation. Sha Elijah Dumama(Sales and Lease).CHAIRPERSON: Vida Bocar.

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