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386 Civil Code of 1949
SECTION 3. - Contract for a Piece of Work Art. 1713. By the contract for a piece of work the contractor binds himself to execute a piece of work for the employer, in consideration of a certain price or compensation. The contractor may either employ only his labor or skill, or also furnish the material. (1588a) Art. 1714. If the contractor agrees to produce the work from material furnished by him, he shall deliver the thing produced to the employer and transfer dominion over the thing. This contract shall be governed by the following articles as well as by the pertinent provisions on warranty of title and against hidden defects and the payment of price in a contract of sale. (n) Art. 1715. The contract shall execute the work in such a manner that it has the qualities agreed upon and has no defects which destroy or lessen its value or fitness for its ordinary or stipulated use. Should the work be not of such quality, the employer may require that the contractor remove the defect or execute another work. If the contract fails or refuses to comply with this obligation, the employer may have the defect removed or another work executed, at the contractor's cost. (n) Art. 1716. An agreement waiving or limiting the contractor's liability for any defect in the work is void if the contractor acted fraudulently. (n) Art. 1717. If the contractor bound himself to furnish the material, he shall suffer the loss if the work should be destroyed before its delivery, save when there has been delay in receiving it. (1589) Art. 1718. The contractor who has undertaken to put only his work or skill, cannot claim any compensation if the work should be destroyed before its delivery, unless there has been delay in receiving it, or if the destruction was caused by the poor quality of the material, provided this fact was communicated in due time to the owner. If the material is lost through a fortuitous event, the contract is extinguished. (1590a) Art. 1719. Acceptance of the work by the employer relieves the contractor of liability for any defect in the work, unless: R.A. No. 386 Excerpts from Civil Code of 1949 Book IV page 1 of 37
(1) The defect is hidden and the employer is not, by his special knowledge, expected to recognize the same; or (2) The employer expressly reserves his rights against the contractor by reason of the defect. (n) Art. 1720. The price or compensation shall be paid at the time and place of delivery of the work, unless there is a stipulation to the contrary. If the work is to be delivered partially, the price or compensation for each part having been fixed, the sum shall be paid at the time and place of delivery, in the absence if stipulation. (n) Art. 1721. If, in the execution of the work, an act of the employer is required, and he incurs in delay or fails to perform the act, the contractor is entitled to a reasonable compensation. The amount of the compensation is computed, on the one hand, by the duration of the delay and the amount of the compensation stipulated, and on the other hand, by what the contractor has saved in expenses by reason of the delay or is able to earn by a different employment of his time and industry. (n) Art. 1722. If the work cannot be completed on account of a defect in the material furnished by the employer, or because of orders from the employer, without any fault on the part of the contractor, the latter has a right to an equitable part of the compensation proportionally to the work done, and reimbursement for proper expenses made. (n)
Art. 1723. The engineer or architect who drew up the plans and specifications for a building is liable for damages if within fifteen years from the completion of the structure, the same should collapse by reason of a defect in those plans and specifications, or due to the defects in the ground. The contractor is likewise responsible for the damages if the edifice falls, within the same period, on account of defects in the construction or the use of materials of inferior quality furnished by him, or due
R.A. No. 386 Excerpts from Civil Code of 1949 Book IV page 2 of 37
to any violation of the terms of the contract. If the engineer or architect supervises the construction, he shall be solidarily liable with the contractor. Acceptance of the building, after completion, does not imply waiver of any of the cause of action by reason of any defect mentioned in the preceding paragraph. The action must be brought within ten years following the collapse of the building. (n)
Art. 1724. The contractor who undertakes to build a structure or any other work for a stipulated price, in conformity with plans and specifications agreed upon with the land-owner, can neither withdraw from the contract nor demand an increase in the price on account of the higher cost of labor or materials, save when there has been a change in the plans and specifications, provided: (1) Such change has been authorized by the proprietor in writing; and (2) The additional price to be paid to the contractor has been determined in writing by both parties. (1593a) Art. 1725. The owner may withdraw at will from the construction of the work, although it may have been commenced, indemnifying the contractor for all the latter's expenses, work, and the usefulness which the owner may obtain therefrom, and damages. (1594a) Art. 1726. When a piece of work has been entrusted to a person by reason of his personal qualifications, the contract is rescinded upon his death. In this case the proprietor shall pay the heirs of the contractor in proportion to the price agreed upon, the value of the part of the work done, and of the materials prepared, provided the latter yield him some benefit. The same rule shall apply if the contractor cannot finish the work due to circumstances beyond his control. (1595) R.A. No. 386 Excerpts from Civil Code of 1949 Book IV page 3 of 37
(n) Art. The partnership has a judicial personality separate and distinct from that of each of the partners. 1769. (1600) Title IX. (1597a) Art. (2) Renunciation by the contractor of any amount due him from the owner. employees and furnishers of materials: (1) Payments made by the owner to the contractor before they are due.Art.PARTNERSHIP CHAPTER 1 GENERAL PROVISIONS Art. He who has executed work upon a movable has a right to retain it by way of pledge until he is paid. 1731. his decision shall be final. with the intention of dividing the profits among themselves. This article is subject to the provisions of special laws.A. . If the work is subject to the approval of a third person. The contractor is liable for all the claims of laborers and others employed by him. 386 Excerpts from Civil Code of 1949 Book IV page 4 of 37 . (n) Art. However. 1730. (1665a) Art. property. No. By the contract of partnership two or more persons bind themselves to contribute money. 1768. 1767. it is understood that in case of disagreement the question shall be subject to expert judgment. these rules shall apply: R. In determining whether a partnership exists. except in case of fraud or manifest error. 1729. (1596) Art. the following shall not prejudice the laborers. 1727. The contractor is responsible for the work done by persons employed by him. If it is agreed that the work shall be accomplished to the satisfaction of the proprietor. even in case of failure to comply with the requirements of Article 1772. and of third persons for death or physical injuries during the construction. first paragraph. (1598a) Art. 1728. Two or more persons may also form a partnership for the exercise of a profession. or industry to a common fund. Those who put their labor upon or furnish materials for a piece of work undertaken by the contractor have an action against the owner up to the amount owing from the latter to the contractor at the time the claim is made.
(c) As an annuity to a widow or representative of a deceased partner. and must be established for the common benefit or interest of the partners. in money or property. whether or not the persons sharing them have a joint or common right or interest in any property from which the returns are derived. 386 Excerpts from Civil Code of 1949 Book IV page 5 of 37 . shall appear in a public instrument. whenever immovable property is contributed thereto. except where immovable property or real rights are contributed thereto. 1771. Failure to comply with the requirements of the preceding paragraph shall not affect the liability of the partnership and the members thereof to third persons. A partnership must have a lawful object or purpose.(1) Except as provided by Article 1825. (n) Art. 1772. No. persons who are not partners as to each other are not partners as to third persons. (4) The receipt by a person of a share of the profits of a business is prima facie evidence that he is a partner in the business. (1667a) Art. but no such inference shall be drawn if such profits were received in payment: (a) As a debt by installments or otherwise. (n) Art. in which case a public instrument shall be necessary. (b) As wages of an employee or rent to a landlord. (2) Co-ownership or co-possession does not of itself establish a partnership. (e) As the consideration for the sale of a goodwill of a business or other property by installments or otherwise. if an inventory of R. the profits shall be confiscated in favor of the State. When an unlawful partnership is dissolved by a judicial decree. A contract of partnership is void.A. 1770. (3) The sharing of gross returns does not of itself establish a partnership. A partnership may be constituted in any form. though the amount of payment vary with the profits of the business. whether such-co-owners or copossessors do or do not share any profits made by the use of the property. Every contract of partnership having a capital of three thousand pesos or more. without prejudice to the provisions of the Penal Code governing the confiscation of the instruments and effects of a crime. (1666a) Art. (d) As interest on a loan. which must be recorded in the Office of the Securities and Exchange Commission. 1773.
As regards the liability of the partners. and wherein any one of the members may contract in his own name with third persons. 1783. (1673) Art. Movable or immovable property which each of the partners may possess at the time of the celebration of the contract shall continue to pertain exclusively to each. as well as all the profits which they may acquire therewith. 1774. with the intention of dividing the same among themselves. becomes the common property of all the partners. In a universal partnership of all present property. their use or fruits. 1782. except the fruits thereof. a partnership may be general or limited. but the property which the partners may acquire subsequently by inheritance. (n) Art. and shall be governed by the provisions relating to co-ownership. (1671a) Art. the property which belongs to each of the partners at the time of the constitution of the partnership. No. whose articles are kept secret among the members. A stipulation for the common enjoyment of any other profits may also be made. legacy. A particular partnership has for its object determinate things.said property is not made. a partnership is either universal or particular. 1776. (1677) Art. (1675) Art. (1674a) Art. Any immovable property or an interest therein may be acquired in the partnership name. (1676) Art. 1781. as well as all the profits which they may acquire therewith.A. A universal partnership may refer to all the present property or to all the profits. only constitute a universal partnership of profits. 1777. 1779. Title so acquired can be conveyed only in the partnership name. 1778. 386 Excerpts from Civil Code of 1949 Book IV page 6 of 37 . or the exercise of a profession or vocation. signed by the parties. R. (1672) Art. and attached to the public instrument. Associations and societies. or specific undertaking. (1668a) Art. Articles of universal partnership. only the usufruct passing to the partnership. 1775. A partnership of all present property is that in which the partners contribute all the property which actually belongs to them to a common fund. entered into without specification of its nature. Persons who are prohibited from giving each other any donation or advantage cannot enter into universal partnership. A universal partnership of profits comprises all that the partners may acquire by their industry or work during the existence of the partnership. or donation cannot be included in such stipulation. 1780. (1669) Art. shall have no juridical personality. As to its object.
unless the partnership expressly permits him to do so. Every partner is a debtor of the partnership for whatever he may have promised to contribute thereto. He shall also be bound for warranty in case of eviction with regard to specific and determinate things which he may have contributed to the partnership. without any settlement or liquidation of the partnership affairs. is prima facie evidence of a continuation of the partnership. and according to current prices. 1784. A partnership begins from the moment of the execution of the contract. 1787. An industrial partner cannot engage in business for himself. 1788. A partner who has undertaken to contribute a sum of money and fails to do so becomes a debtor for the interest and damages from the time he should have complied with his obligation. and in the absence of stipulation. (1681a) Art.Obligations of the Partners Among Themselves Art. 1786. (1679) Art. in the same cases and in the same manner as the vendor is bound with respect to the vendee. When the capital or a part thereof which a partner is bound to contribute consists of goods. (n) Art. the subsequent changes thereof being for account of the partnership. and if he should do so. it shall be made by experts chosen by the partners. A continuation of the business by the partners or such of them as habitually acted therein during the term. their appraisal must be made in the manner prescribed in the contract of partnership. so far as is consistent with a partnership at will. The same rule applies to any amount he may have taken from the partnership coffers. the rights and duties of the partners remain the same as they were at such termination. the capitalist partners may either exclude him from the firm or avail themselves of the benefits R. unless it is otherwise stipulated. (n) Art. 386 Excerpts from Civil Code of 1949 Book IV page 7 of 37 .A. When a partnership for a fixed term or particular undertaking is continued after the termination of such term or particular undertaking without any express agreement. without the need of any demand. and his liability shall begin from the time he converted the amount to his own use. No. .(1678) CHAPTER 2 OBLIGATIONS OF THE PARTNERS SECTION 1. 1789. He shall also be liable for the fruits thereof from the time they should have been delivered. (1682) Art. 1785.
1792. Every partner is responsible to the partnership for damages suffered by it through his fault. 1793.which he may have obtained in violation of this provision. the risk of the things brought and appraised in the inventory. contributed to the partnership so that only their use and fruits may be for the common benefit. or if they were contributed to be sold. 1794. even though he may have given a receipt for his own credit only. Unless there is a stipulation to the contrary. If a partner authorized to manage collects a demandable sum which was owed to him in his own name. the risk shall be borne by the partnership. in whole or in part. A partner who has received. the courts may equitably lessen this responsibility if through the partner's extraordinary efforts in other activities of the partnership. shall be borne by the partner who owns them. or cannot be kept without deteriorating. unusual profits have been realized. (1685a) Art. but should he have given it for the account of the partnership credit. to bring to the partnership capital what he received even though he may have given receipt for his share only. except an industrial partner. (n) Art. his share of a partnership credit. the sum thus collected shall be applied to the two credits in proportion to their amounts. the amount shall be fully applied to the latter. the partners shall contribute equal shares to the capital of the partnership. and in such case the claim shall be limited to the value at which they were appraised. in case of an imminent loss of the business of the partnership. 1790. shall be obliged. The provisions of this article are understood to be without prejudice to the right granted to the other debtor by Article 1252. and he cannot compensate them with the profits and benefits which he may have earned for the partnership by his industry. 386 Excerpts from Civil Code of 1949 Book IV page 8 of 37 . with a right to damages in either case. If there is no agreement to the contrary. However. but only if the personal credit of the partner should be more onerous to him.A. which are not fungible. 1791. If the things contribute are fungible. any partner who refuses to contribute an additional share to the capital. to save the venture. shall he obliged to sell his interest to the other partners. if the debtor should thereafter become insolvent. (1684) Art. In the absence of stipulation. from a person who owed the partnership another sum also demandable. (n) Art. (n) Art. (1686a) Art. The risk of specific and determinate things. No. (1687) R. when the other partners have not collected theirs. shall also be borne by the partnership. 1795.
the matter R. 1801. (1689a) Art. 1798. from the time the expense are made. (1691) Art. but the industrial partner shall not be liable for the losses. the decision of the majority shall prevail. The vote of the partners representing the controlling interest shall be necessary for such revocation of power. unless he should act in bad faith. If two or more partners have been intrusted with the management of the partnership without specification of their respective duties. or who has not impugned the same within a period of three months from the time he had knowledge thereof. each one may separately execute all acts of administration. If only the share of each partner in the profits has been agreed upon. or without a stipulation that one of them shall not act without the consent of all the others. If besides his services he has contributed capital. A power granted after the partnership has been constituted may be revoked at any time. 1796. If the partners have agreed to intrust to a third person the designation of the share of each one in the profits and losses. The partnership shall be responsible to every partner for the amounts he may have disbursed on behalf of the partnership and for the corresponding interest. and his power is irrevocable without just or lawful cause. (1688a) Art. the share of each in the losses shall be in the same proportion. he shall also receive a share in the profits in proportion to his capital. In the absence of stipulation. 1800. 1799. The designation of losses and profits cannot be intrusted to one of the partners. and for risks in consequence of its management. 1797. In no case may a partner who has begun to execute the decision of the third person. the share of each partner in the profits and losses shall be in proportion to what he may have contributed. The partner who has been appointed manager in the articles of partnership may execute all acts of administration despite the opposition of his partners. the industrial partner shall receive such share as may be just and equitable under the circumstances. 386 Excerpts from Civil Code of 1949 Book IV page 9 of 37 . No. A stipulation which excludes one or more partners from any share in the profits or losses is void. As for the profits. complain of such decision. but if any of them should oppose the acts of the others.A. The losses and profits shall be distributed in conformity with the agreement. (1692a) Art. In case of a tie. such designation may be impugned only when it is manifestly inequitable.Art. (1690) Art. it shall also answer to each partner for the obligations he may have contracted in good faith in the interest of the partnership business.
1803. 1807. unless there is a stipulation to the contrary. without prejudice to the provisions of Article 1801. 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. but the associate shall not be admitted into the partnership without the consent of all the other partners. 1802. 1804. 1805. (1694) Art.shall be decided by the partners owning the controlling interest. and every partner shall at any reasonable hour have access to and may inspect and copy any of them. Every partner must account to the partnership for any benefit. Every partner may associate another person with him in his share.A. unless there is imminent danger of grave or irreparable injury to the partnership. 1806. In case it should have been stipulated that none of the managing partners shall act without the consent of the others. No. (1693a) Art. But if the refusal of consent by the other partners is manifestly prejudicial to the interest of the partnership. The partnership books shall be kept. When the manner of management has not been agreed upon. (n) Art. the following rules shall be observed: (1) All the partners shall be considered agents and whatever any one of them may do alone shall bind the partnership. (n) Art. (n) Art. 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 or of any partner under legal disability. even if it may be useful to the partnership. and the absence or disability of any one of them cannot be alleged. R. (2) None of the partners may. (1695a) Art. without the consent of the others. 386 Excerpts from Civil Code of 1949 Book IV page 10 of 37 . conduct. 1808. make any important alteration in the immovable property of the partnership. The capitalist partners cannot engage for their own account in any operation which is of the kind of business in which the partnership is engaged. (1696) Art. or liquidation of the partnership or from any use by him of its property. the concurrence of all shall be necessary for the validity of the acts. at the principal place of business of the partnership. even if the partner having an associate should be a manager. the court's intervention may be sought. subject to any agreement between the partners.
(4) A partner's right in specific partnership property is not subject to legal support under Article 291. When partnership property is attached for a partnership debt the partners. subject to the provisions of this Title and to any agreement between the partners. has an equal right with his partners to possess specific partnership property for partnership purposes. and (3) His right to participate in the management. 1812. or to require any R. (3) As provided by article 1807.Any capitalist partner violating this prohibition shall bring to the common funds any profits accruing to him from his transactions. 386 Excerpts from Civil Code of 1949 Book IV page 11 of 37 . (n) Art. 1811. The property rights of a partner are: (1) His rights in specific partnership property. entitle the assignee. to interfere in the management or administration of the partnership business or affairs. (2) His interest in the partnership. 1809. A partner is co-owner with his partners of specific partnership property. (2) A partner's right in specific partnership property is not assignable except in connection with the assignment of rights of all the partners in the same property. (4) Whenever other circumstances render it just and reasonable. The incidents of this co-ownership are such that: (1) A partner. during the continuance of the partnership. (n) Art. (3) A partner's right in specific partnership property is not subject to attachment or execution. A partner's interest in the partnership is his share of the profits and surplus. (n) Art. (n) Art.A. and shall personally bear all the losses. A conveyance by a partner of his whole interest in the partnership does not of itself dissolve the partnership. or. 1810. Any partner shall have the right to a formal account as to partnership affairs: (1) If he is wrongfully excluded from the partnership business or possession of its property by his copartners. . or any of them.Property Rights of a Partner Art. but he has no right to possess such property for any other purpose without the consent of his partners. except on a claim against the partnership. or the representatives of a deceased partner. (2) If the right exists under the terms of any agreement. as against the other partners in the absence of agreement. cannot claim any right under the homestead or exemption laws. No. (n) SECTION 2. 1813.
may charge the interest of the debtor partner with payment of the unsatisfied amount of such judgment debt with interest thereon. but it merely entitles the assignee to receive in accordance with his contract the profits to which the assigning partner would otherwise be entitled. by any one or more of the partners. by any one or more of the partners with the consent of all the partners whose interests are not so charged or sold. not being members of the partnership. Without prejudice to the preferred rights of partnership creditors under Article 1827. Every partnership shall operate under a firm name. the assignee may avail himself of the usual remedies. which may or may not include the name of one or more of the partners. Nothing in this Title shall be held to deprive a partner of his right. the court which entered the judgment.Obligations of the Partners With Regard to Third Persons Art. if any. 386 Excerpts from Civil Code of 1949 Book IV page 12 of 37 . on due application to a competent court by any judgment creditor of a partner. as regards his interest in the partnership. All partners. (n) Art. in case of fraud in the management of the partnership. Those who. and of any other money due or to fall due to him in respect of the partnership. or which the circumstances of the case may require. or in case of a sale being directed by the court. 1815. the assignee is entitled to receive his assignor's interest and may require an account from the date only of the last account agreed to by all the partners. . accounts and inquiries which the debtor partner might have made. or to inspect the partnership books. and make all other orders. 1816. However. for the contracts R. No. (n) Art.A. 1814. shall be liable pro rata with all their property and after all the partnership assets have been exhausted. or (2) With partnership property. under the exemption laws. directions. and may then or later appoint a receiver of his share of the profits. shall be subject to the liability of a partner. including industrial ones. (n) SECTION 3. or any other court. The interest charged may be redeemed at any time before foreclosure. In case of a dissolution of the partnership.information or account of partnership transactions. include their names in the firm name. may be purchased without thereby causing a dissolution: (1) With separate property.
(3) Do any other act which would make it impossible to carry on the ordinary business of a partnership. or unless such property has been conveyed by the grantee or a person claiming through such grantee to a holder for value without knowledge that the partner. and the person with whom he is dealing has knowledge of the fact that he has no such authority. 386 Excerpts from Civil Code of 1949 Book IV page 13 of 37 . R. Except when authorized by the other partners or unless they have abandoned the business. under its signature and by a person authorized to act for the partnership. No act of a partner in contravention of a restriction on authority shall bind the partnership to persons having knowledge of the restriction. 1818. (6) Submit a partnership claim or liability to arbitration. one or more but less than all the partners have no authority to: (1) Assign the partnership property in trust for creditors or on the assignee's promise to pay the debts of the partnership. in making the conveyance. (5) Enter into a compromise concerning a partnership claim or liability. but the partnership may recover such property unless the partner's act binds the partnership under the provisions of the first paragraph of article 1818. Where title to real property is in the partnership name.A. However. for apparently carrying on in the usual way the business of the partnership of which he is a member binds the partnership. (4) Confess a judgment. (n) Art. (n) Art. including the execution in the partnership name of any instrument. No. (n) Art. any partner may convey title to such property by a conveyance executed in the partnership name. unless the partner so acting has in fact no authority to act for the partnership in the particular matter. Any stipulation against the liability laid down in the preceding article shall be void. 1817.which may be entered into in the name and for the account of the partnership. Every partner is an agent of the partnership for the purpose of its business. has exceeded his authority. (7) Renounce a claim of the partnership. 1819. (2) Dispose of the good-will of the business. An act of a partner which is not apparently for the carrying on of business of the partnership in the usual way does not bind the partnership unless authorized by the other partners. except as among the partners. any partner may enter into a separate obligation to perform a partnership contract. and the act of every partner.
provided the act is one within the authority of the partner under the provisions of the first paragraph of Article 1818. (n) Art. unless the purchaser or his assignee. 1820. the partnership is liable therefor to the same extent as the partner so acting or omitting to act. a conveyance executed by a partner in the partnership name. loss or injury is caused to any person. Where. 1823. the partners in whose name the title stands may convey title to such property. acquired while a partner or then present to his mind. not being a partner in the partnership. The partnership is bound to make good the loss: (1) Where one partner acting within the scope of his apparent authority receives money or property of a third person and misapplies it. but the partnership may recover such property if the partners' act does not bind the partnership under the provisions of the first paragraph of Article 1818. operate as notice to or knowledge of the partnership. without knowledge. passes the equitable interest of the partnership. a conveyance executed by a partner.Where title to real property is in the name of the partnership. is a holder for value. An admission or representation made by any partner concerning partnership affairs within the scope of his authority in accordance with this Title is evidence against the partnership.A. (n) Art. or in a third person in trust for the partnership. (n) Art. (n) Art. Where the title to real property is in the name of all the partners a conveyance executed by all the partners passes all their rights in such property. by any wrongful act or omission of any partner acting in the ordinary course of the business of the partnership or with the authority of co-partners. 386 Excerpts from Civil Code of 1949 Book IV page 14 of 37 . 1822. except in the case of fraud on the partnership. committed by or with the consent of that partner. and the record does not disclose the right of the partnership. and the knowledge of the partner acting in the particular matter. passes the equitable interest of the partnership. or any penalty is incurred. Notice to any partner of any matter relating to partnership affairs. or in his own name. Where title to real property is in the name of one or more but not all the partners. in his own name. and R. provided the act is one within the authority of the partner under the provisions of the first paragraph of Article 1818. 1821. Where the title to real property is in the name of one or more or all the partners. and the knowledge of any other partner who reasonably could and should have communicated it to the acting partner. No.
he is liable to any such persons to whom such representation has been made. as a partner in an existing partnership or with one or more persons not actual partners. except that this liability shall be satisfied only out of partnership property. or with one or more persons not actual partners. he is liable pro rata with the other persons. but in all other cases it is the joint act or obligation of the person acting and the persons consenting to the representation. and if he has made such representation or consented to its being made in a public manner he is liable to such person. he is an agent of the persons consenting to such representation to bind them to the same extent and in the same manner as though he were a partner in fact. (n) Art. No. When all the members of the existing partnership consent to the representation. A person admitted as a partner into an existing partnership is liable for all the obligations of the partnership arising before his admission as though he had been a partner when such obligations were incurred. All partners are liable solidarily with the partnership for everything chargeable to the partnership under Articles 1822 and 1823.A. who has. (n) Art. The creditors of the partnership shall be preferred to those of each partner as regards the partnership property. 1826. 386 Excerpts from Civil Code of 1949 Book IV page 15 of 37 . (n) Art. unless there is a stipulation to the contrary. 1824. by words spoken or written or by conduct. When a person. so consenting to the contract or representation as to incur liability. on the faith of such representation. whether the representation has or has not been made or communicated to such person so giving credit by or with the knowledge of the apparent partner making the representation or consenting to its being made: (1) When a partnership liability results. he is liable as though he were an actual member of the partnership. represents himself. the private creditors of each partner may ask the attachment and public sale of the share of R. if any.(2) Where the partnership in the course of its business receives money or property of a third person and the money or property so received is misapplied by any partner while it is in the custody of the partnership. Without prejudice to this right. 1825. (n) Art. a partnership act or obligation results. given credit to the actual or apparent partnership. When a person has been thus represented to be a partner in an existing partnership. otherwise separately. with respect to persons who rely upon the representation. (2) When no partnership liability results. or consents to another representing him to anyone. 1827.
the latter in the partnership assets. when no definite term or particular is specified. 386 Excerpts from Civil Code of 1949 Book IV page 16 of 37 . by the express will of any partner at any time. R. (3) 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. (c) By the express will of all the partners who have not assigned their interests or suffered them to be charged for their separate debts. The dissolution of a partnership is the change in the relation of the partners caused by any partner ceasing to be associated in the carrying on as distinguished from the winding up of the business. but continues until the winding up of partnership affairs is completed. (n) Art. (6) By the insolvency of any partner or of the partnership. (n) Art. 1828. (4) When a specific thing which a partner had promised to contribute to the partnership. where the circumstances do not permit a dissolution under any other provision of this article. (b) By the express will of any partner. in any case by the loss of the thing. (5) By the death of any partner. when the partner who contributed it having reserved the ownership thereof. has only transferred to the partnership the use or enjoyment of the same.A. On dissolution the partnership is not terminated. either before or after the termination of any specified term or particular undertaking. who must act in good faith. perishes before the delivery. 1829. but the partnership shall not be dissolved by the loss of the thing when it occurs after the partnership has acquired the ownership thereof. (d) By the expulsion of any partner from the business bona fide in accordance with such a power conferred by the agreement between the partners. (2) In contravention of the agreement between the partners. (n) CHAPTER 3 DISSOLUTION AND WINDING UP Art. No. 1830. Dissolution is caused: (1) Without violation of the agreement between the partners: (a) By the termination of the definite term or particular undertaking specified in the agreement.
death or insolvency of a partner. (n) Art. insolvency or death of a partner. as declared in article 1834. On application by or for a partner the court shall decree a dissolution whenever: (1) A partner has been declared insane in any judicial proceeding or is shown to be of unsound mind. No.A. 386 Excerpts from Civil Code of 1949 Book IV page 17 of 37 . or (b) When the dissolution is by such act. (4) A partner wilfully or persistently commits a breach of the partnership agreement. (8) By decree of court under the following article. (2) At any time if the partnership was a partnership at will when the interest was assigned or when the charging order was issued. 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. each partner is liable to his copartners for his share of any liability created by any partner acting for the partnership as if the partnership had not been dissolved unless: (1) The dissolution being by act of any partner. dissolution terminates all authority of any partner to act for the partnership: (1) With respect to the partners: (a) When the dissolution is not by the act. (6) Other circumstances render a dissolution equitable. 1833. in cases where article 1833 so requires. (5) The business of the partnership can only be carried on at a loss. (2) With respect to persons not partners. 1831. or R. On the application of the purchaser of a partner's interest under Article 1813 or 1814: (1) After the termination of the specified term or particular undertaking. insolvency or death of a partner. the partner acting for the partnership had knowledge of the dissolution. 1832. (2) A partner becomes in any other way incapable of performing his part of the partnership contract. (1700a and 1701a) Art. Where the dissolution is caused by the act. Except so far as may be necessary to wind up partnership affairs or to complete transactions begun but not then finished. (n) Art. (3) A partner has been guilty of such conduct as tends to affect prejudicially the carrying on of the business.(7) By the civil interdiction of any partner.
The liability of a partner under the first paragraph. Art. or (b) Though he had not so extended credit. the fact of his want of R. The partnership is in no case bound by any act of a partner after dissolution: (1) Where the partnership is dissolved because it is unlawful to carry on the business. provided the other party to the transaction: (a) Had extended credit to the partnership prior to dissolution and had no knowledge or notice of the dissolution. the partner acting for the partnership had knowledge or notice of the death or insolvency. and. No. a partner can bind the partnership. 386 Excerpts from Civil Code of 1949 Book IV page 18 of 37 . 1834. and. and (2) So far unknown and inactive in partnership affairs that the business reputation of the partnership could not be said to have been in any degree due to his connection with it. After dissolution. No. or (2) Where the partner has become insolvent. 2.A. having no knowledge or notice of his want of authority.(2) The dissolution being by the death or insolvency of a partner. unless the act is appropriate for winding up partnership affairs. except as provided in the third paragraph of this article: (1) By any act appropriate for winding up partnership affairs or completing transactions unfinished at dissolution. having no knowledge or notice of dissolution. shall be satisfied out of partnership assets alone when such partner had been prior to dissolution: (1) Unknown as a partner to the person with whom the contract is made. the fact of dissolution had not been advertised in a newspaper of general circulation in the place (or in each place if more than one) at which the partnership business was regularly carried on. (2) By any transaction which would bind the partnership if dissolution had not taken place. or (3) Where the partner has no authority to wind up partnership affairs. or (b) Had not extended credit to the partnership prior to dissolution. except by a transaction with one who: (a) Had extended credit to the partnership prior to dissolution and had no knowledge or notice of his want of authority. had nevertheless known of the partnership prior to dissolution.
When dissolution is caused in any way. and such agreement may be inferred from the course of dealing between the creditor having knowledge of the dissolution and the person or partnership continuing the business. may have the partnership property applied to discharge its liabilities. (n) Art. not insolvent. has the right to wind up the partnership affairs. (n) Art. except in contravention of the partnership agreement.A. the partnership creditor and the person or partnership continuing the business. and the surplus applied to pay in cash the net amount owing to the respective partners. either by payment or agreement under the second paragraph of Article 1835. The dissolution of the partnership does not of itself discharge the existing liability of any partner. The individual property of a deceased partner shall be liable for all obligations of the partnership incurred while he was a partner. Unless otherwise agreed. as against his co-partners and all persons claiming through them in respect of their interests in the partnership. each partner. but subject to the prior payment of his separate debts. that any partner. bona fide under the partnership agreement and if the expelled partner is discharged from all partnership liabilities. unless otherwise agreed. the partners who have not wrongfully dissolved the partnership or the legal representative of the last surviving partner. A partner is discharged from any existing liability upon dissolution of the partnership by an agreement to that effect between himself. his legal representative or his assignee. he shall receive in cash only the net amount due him from the partnership. represents himself or consents to another representing him as a partner in a partnership engaged in carrying business. When dissolution is caused in contravention of the partnership agreement the rights of the partners shall be as follows: (1) Each partner who has not caused dissolution wrongfully shall have: (a) All the rights specified in the first paragraph of this article.authority has not been advertised in the manner provided for advertising the fact of dissolution in the first paragraph. 2 (b). Nothing in this article shall affect the liability under Article 1825 of any person who. after dissolution. 1836. may obtain winding up by the court. 1837. 386 Excerpts from Civil Code of 1949 Book IV page 19 of 37 . provided. and R. 1835. No. No. upon cause shown. But if dissolution is caused by expulsion of a partner. however. (n) Art.
ascertained and paid to him in cash. 1 (b) of this article. No. the party entitled to rescind is. if they all desire to continue the business in the same name either by themselves or jointly with others. No. the value of his interest in the partnership at the dissolution. 1838.A. to have the value of his interest in the partnership. R. (2) The partners who have not caused the dissolution wrongfully. 2. No. subject to liability for damages in the second paragraph. or the payment secured by a bond approved by the court. or right of retention of. less any damages recoverable under the second paragraph. 386 Excerpts from Civil Code of 1949 Book IV page 20 of 37 . the surplus of the partnership property after satisfying the partnership liabilities to third persons for any sum of money paid by him for the purchase of an interest in the partnership and for any capital or advances contributed by him. (3) A partner who has caused the dissolution wrongfully shall have: (a) If the business is not continued under the provisions of the second paragraph. to damages breach of the agreement. as against each partner who has caused the dissolution wrongfully. of this article. the right as against his co-partners and all claiming through them in respect of their interests in the partnership. (n) Art. and in like manner indemnify him against all present or future partnership liabilities. less any damage caused to his copartners by the dissolution. Where a partnership contract is rescinded on the ground of the fraud or misrepresentation of one of the parties thereto. No. 2. but in ascertaining the value of the partner's interest the value of the good-will of the business shall not be considered. without prejudice to any other right.(b) The right. and to be released from all existing liabilities of the partnership. No. entitled: (1) To a lien on. provided they secure the payment by bond approved by the court. or pay any partner who has caused the dissolution wrongfully. 1 (b). (b) If the business is continued under the second paragraph. may do so. of this article. all the rights of a partner under the first paragraph. during the agreed term for the partnership and for that purpose may possess the partnership property.
(3) The assets shall be applied in the order of their declaration in No. (6) Any partner or his legal representative shall have the right to enforce the contributions specified in No. partnership creditors shall have priority on partnership property and separate creditors on individual property. (c) Those owing to partners in respect of capital. the amount necessary to satisfy the liabilities. the following rules shall be observed. the claims against his separate property shall R.A. (9) Where a partner has become insolvent or his estate is insolvent. as provided by article 1797. 386 Excerpts from Civil Code of 1949 Book IV page 21 of 37 . No. subject to any agreement to the contrary: (1) The assets of the partnership are: (a) (b) the 2. after all liabilities to third persons have been satisfied. to the extent of the amount which he has paid in excess of his share of the liability. (8) When partnership property and the individual properties of the partners are in possession of a court for distribution. 4. (2) The order The partnership property. in the place of the creditors of the partnership for any payments made by him in respect of the partnership liabilities. (5) An assignee for the benefit of creditors or any person appointed by the court shall have the right to enforce the contributions specified in the preceding number. In settling accounts between the partners after dissolution. (b) Those owing to partners other than for capital and profits. as shall rank in follows: (a) Those owing to creditors other than partners. liabilities of of the partnership payment. 1839. 1 of this article to the satisfaction of the liabilities. and (3) To be indemnified by the person guilty of the fraud or making the representation against all debts and liabilities of the partnership. (d) Those owing to partners in respect of profits. 4. The contributions of the partners necessary for payment of all the liabilities specified in No. (7) The individual property of a deceased partner shall be liable for the contributions specified in No. (4) The partners shall contribute. (n) Art.(2) To stand. saving the rights of lien or secured creditors.
In the following cases creditors of the dissolved partnership are also creditors of the person or partnership continuing the business: (1) When any new partner is admitted into an existing partnership. as against the R. second paragraph. No. to the creditors of the dissolved partnership shall be satisfied out of the partnership property only. who continues the business without liquidation of partnership affairs. either alone or with others. (3) When any partner retires or dies and the business of the dissolved partnership is continued as set forth in Nos.rank in the following order: (a) Those owing to separate creditors.A. with the consent of the retired partners or the representative of the deceased partner. under this article. (n) Art. 1840. or when any partner retires and assigns (or the representative of the deceased partner assigns) his rights in partnership property to two or more of the partners. 2. When the business of a partnership after dissolution is continued under any conditions set forth in this article the creditors of the dissolved partnership. The liability of a third person becoming a partner in the partnership continuing the business. 386 Excerpts from Civil Code of 1949 Book IV page 22 of 37 . 1 and 2 of this article. (4) When all the partners or their representatives assign their rights in partnership property to one or more third persons who promise to pay the debts and who continue the business of the dissolved partnership. either alone or with others. (6) When a partner is expelled and the remaining partners continue the business either alone or with others without liquidation of the partnership affairs. if the business is continued without liquidation of the partnership affairs. unless there is a stipulation to the contrary. or to one or more of the partners and one or more third persons. No. (5) When any partner wrongfully causes a dissolution and the remaining partners continue the business under the provisions of article 1837. but without any assignment of his right in partnership property. (c) Those owing to partners by way of contribution. (b) Those owing to partnership creditors. and without liquidation of the partnership affairs. (2) When all but one partner retire and assign (or the representative of a deceased partner assigns) their rights in partnership property to the remaining partner.
2. or his legal representative as against the winding up partners or the surviving partners or the person or partnership continuing the business. or. No. No. When any partner retires or dies. 386 Excerpts from Civil Code of 1949 Book IV page 23 of 37 . unless otherwise agreed. at the date of dissolution. shall not of itself make the individual property of the deceased partner liable for any debts contracted by such person or partnership.A. having as members one or more general partners and one or more R. (n) Art. (n) Art. the profits attributable to the use of his right in the property of the dissolved partnership. have a prior right to any claim of the retired partner or the representative of the deceased partner against the person or partnership continuing the business. 1841. 1842. or in Article 1837. The use by the person or partnership continuing the business of the partnership name. and the business is continued under any of the conditions set forth in the preceding article. at his option or at the option of his legal representative. second paragraph. in lieu of interest. third paragraph. as provided Article 1840. Nothing in this article shall be held to modify any right of creditors to set aside any assignment on the ground of fraud. or the name of a deceased partner as part thereof. A limited partnership is one formed by two or more persons under the provisions of the following article. 1843. (n) CHAPTER 4 LIMITED PARTNERSHIP (n) Art.separate creditors of the retiring or deceased partner or the representative of the deceased partner. and shall receive as an ordinary creditor an amount equal to the value of his interest in the dissolved partnership with interest. The right to an account of his interest shall accrue to any partner. provided that the creditors of the dissolved partnership as against the separate creditors. he or his legal representative as against such person or partnership may have the value of his interest at the date of dissolution ascertained. or the representative of the retired or deceased partner. on account of the retired or deceased partner's interest in the dissolved partnership or on account of any consideration promised for such interest or for his right in partnership property. shall have priority on any claim arising under this article. in the absence of any agreement to the contrary. without any settlement of accounts as between him or his estate and the person or partnership continuing the business.
(2) File for record the certificate in the Office of the Securities and Exchange Commission. (g) The additional contributions. The contributions of a limited partner may be cash or property. of one or more of the limited partners to priority over other limited partners.limited partners. and the nature of such priority. as to contributions or as to compensation by way of income. of a limited partner to substitute an assignee as contributor in his place. (e) The term for which the partnership is to exist. of the partners to admit additional limited partners. (d) The name and place of residence of each member. A limited partnership is formed if there has been substantial compliance in good faith with the foregoing requirements. Art. No. The limited partners as such shall not be bound by the obligations of the partnership. if given. (b) The character of the business. of the remaining general partner or partners to continue the business on the death. of a limited partner to demand and receive property other than cash in return for his contribution. and (n) The right. (f) The amount of cash and a description of and the agreed value of the other property contributed by each limited partner. if any. 1845.A. if given. if given. 386 Excerpts from Civil Code of 1949 Book IV page 24 of 37 . Art. and the terms and conditions of the substitution. R. (h) The time. insanity or insolvency of a general partner. (k) The right. (i) The share of the profits or the other compensation by way of income which each limited partner shall receive by reason of his contribution. but not services. 1844. which shall state (a) The name of the partnership. Two or more persons desiring to form a limited partnership shall: (1) Sign and swear to a certificate. if given. (m) The right. if given. general and limited partners being respectively designated. civil interdiction. to be made by each limited partner and the times at which or events on the happening of which they shall be made. retirement. (c) The location of the principal place of business. when the contribution of each limited partner is to be returned. adding thereto the word "Limited". (j) The right. if agreed upon. (l) The right.
(5) Admit a person as a general partner. (6) Admit a person as a limited partner. additional limited partners may be admitted upon filing an amendment to the original certificate in accordance with the requirements of Article 1865. Art. The surname of a limited partner shall not appear in the partnership name unless: (1) It is also the surname of a general partner. If the certificate contains a false statement. No. After the formation of a lifted partnership.Art. Art. unless the right so to do is given in the certificate. or (2) Subsequently. (3) Confess a judgment against the partnership. or to file a petition for its cancellation or amendment as provided in Article 1865. for other than a partnership purpose. or (2) Prior to the time when the limited partner became such. (7) Continue the business with partnership property on the death. However. 1850. 386 Excerpts from Civil Code of 1949 Book IV page 25 of 37 . retirement. a general partner or all of the general partners have no authority to: (1) Do any act in contravention of the certificate. Art. A limited partner shall not become liable as a general partner unless. in addition to the exercise of his rights and powers as a limited partner. A general partner shall have all the rights and powers and be subject to all the restrictions and liabilities of a partner in a partnership without limited partners. (4) Possess partnership property. without the written consent or ratification of the specific act by all the limited partners. civil interdiction or R. he takes part in the control of the business. but within a sufficient time before the statement was relied upon to enable him to cancel or amend the certificate. A limited partner whose surname appears in a partnership name contrary to the provisions of the first paragraph is liable as a general partner to partnership creditors who extend credit to the partnership without actual knowledge that he is not a general partner. insanity. 1846. 1848.A. the business has been carried on under a name in which his surname appeared. one who suffers loss by reliance on such statement may hold liable any party to the certificate who knew the statement to be false: (1) At the time he signed the certificate. (2) Do any act which would make it impossible to carry on the ordinary business of the partnership. or assign their rights in specific partnership property. Art. 1847. 1849.
with general creditors.insolvency of a general partner. or other compensation by way of income. is not. conveyance. Without prejudice to the provisions of Article 1848. provided that on ascertaining the mistake he promptly renounces his interest in the profits of the business. provided that this fact shall be stated in the certificate provided for in Article 1844. and. and to the return of his contribution as provided in Articles 1856 and 1857. A person who is a general. he shall have the rights against the other members which he would have had if he were not also a general partner. Art. and (3) Have dissolution and winding up by decree of court.A. or bound by the obligations of such person or partnership. (2) Have on demand true and full information of all things affecting the partnership. except that. a general partner with the person or in the partnership carrying on the business. A limited partner shall have the same rights as a general partner to: (1) Have the partnership books kept at the principal place of business of the partnership. Art. Art. and a formal account of partnership affairs whenever circumstances render it just and reasonable. No limited partner shall in respect to any such claim: (1) Receive or hold as collateral security and partnership property. or release from liability if at the R. 1851. Art. 1854. No. 1852. A limited partner also may loan money to and transact other business with the partnership. and also at the same time a limited partner. in respect to his contribution. 1853. unless the right so to do is given in the certificate. shall have all the rights and powers and be subject to all the restrictions of a general partner. A person may be a general partner and a limited partner in the same partnership at the same time. or (2) Receive from a general partner or the partnership any payment. unless he is also a general partner. 386 Excerpts from Civil Code of 1949 Book IV page 26 of 37 . by reason of his exercise of the rights of a limited partner. and at a reasonable hour to inspect and copy any of them. a person who has contributed to the capital of a business conducted by a person or partnership erroneously believing that he has become a limited partner in a limited partnership. receive on account of resulting claims against the partnership. a pro rata share of the assets. A limited partner shall have the right to receive a share of the profits or other compensation by way of income.
has only the R. a limited partner. 1855. The receiving of collateral security. Subject to the provisions of the first paragraph. A limited partner may receive from the partnership the share of the profits or the compensation by way of income stipulated for in the certificate. In the absence of any statement in the certificate to the contrary or the consent of all members. a limited partner may rightfully demand the return of his contribution: (1) On the dissolution of a partnership. A limited partner shall not receive from a general partner or out of partnership property any part of his contributions until: (1) All liabilities of the partnership. and in the absence of such a statement all the limited partners shall stand upon equal footing. either for the return of the contribution or for the dissolution of the partnership. irrespective of the nature of his contribution. 1856. conveyance. or (2) When the date specified in the certificate for its return has arrived. No. and (3) The certificate is cancelled or so amended as to set forth the withdrawal or reduction. except liabilities to general partners and to limited partners on account of their contributions. 1857. (2) The consent of all members is had. or release in violation of the foregoing provisions is a fraud on the creditors of the partnership. 386 Excerpts from Civil Code of 1949 Book IV page 27 of 37 . or (3) After he has six months' notice in writing to all other members. whether from property of the partnership or that of a general partner. Where there are several limited partners the members may agree that one or more of the limited partners shall have a priority over other limited partners as to the return of their contributions. provided that after such payment is made. or payment. or as to any other matter. unless the return of the contribution may be rightfully demanded under the provisions of the second paragraph. Art. Art. have been paid or there remains property of the partnership sufficient to pay them.time the assets of the partnership are not sufficient to discharge partnership liabilities to persons not claiming as general or limited partners.A. as to their compensation by way of income. If such an agreement is made it shall be stated in the certificate. Art. if no time is specified in the certificate. the partnership assets are in excess of all liabilities of the partnership except liabilities to limited partners on account of their contributions and to general partners.
but which was not contributed or which has been wrongfully returned. necessary to discharge its liabilities to all creditors who extended credit or whose claims arose before such return. he is nevertheless liable to the partnership for any sum. and the limited partner would otherwise be entitled to the return of his contribution. 1859. and (2) Money or other property wrongfully paid or conveyed to him on account of his contribution. or the partnership property is insufficient for their payment as required by the first paragraph. Art. he is only entitled to receive the share of the profits or other compensation by way of income. An assignee. 1858. 386 Excerpts from Civil Code of 1949 Book IV page 28 of 37 . No. A limited partner holds as trustee for the partnership: (1) Specific property stated in the certificate as contributed by him. and (2) For any unpaid contribution which he agreed in the certificate to make in the future at the time and on the conditions stated in the certificate. R.A.right to demand and receive cash in return for his contribution. A substituted limited partner is a person admitted to all the rights of a limited partner who has died or has assigned his interest in a partnership. or (2) The other liabilities of the partnership have not been paid. A limited partner's interest is assignable. has no right to require any information or account of the partnership transactions or to inspect the partnership books. to enforce such liabilities. who does not become a substituted limited partner. No. 1. The liabilities of a limited partner as set forth in this article can be waived or compromised only by the consent of all members. 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 filing and before a cancellation or amendment of the certificate. to which his assignor would otherwise be entitled. A limited partner may have the partnership dissolved and its affairs wound up when: (1) He rightfully but unsuccessfully demands the return of his contribution. When a contributor has rightfully received the return in whole or in part of the capital of his contribution. not in excess of such return with interest. A limited partner is liable to the partnership: (1) For the difference between his contribution as actually made and that stated in the certificate as having been made. or the return of his contribution. Art.
and is subject to all the restrictions and liabilities of his assignor. The substitution of the assignee as a limited partner does not release the assignor from liability to the partnership under Articles 1847 and 1848. The interest may be redeemed with the separate property of any general partner. in the order of priority as provided by law. insolvency. except those to limited partners on account of their contributions. Art. Art. insanity or civil interdiction of a general partner dissolves the partnership. On due application to a court of competent jurisdiction by any creditor of a limited partner. 1862. 386 Excerpts from Civil Code of 1949 Book IV page 29 of 37 . In setting accounts after dissolution the liabilities of the partnership shall be entitled to payment in the following order: (1) Those to creditors. 1860. An assignee becomes a substituted limited partner when the certificate is appropriately amended in accordance with Article 1865. Art. unless the business is continued by the remaining general partners: (1) Under a right so to do stated in the certificate. No. and such power as the deceased had to constitute his assignee a substituted limited partner. but may not be redeemed with partnership property. gives the assignee that right. except those liabilities of which he was ignorant at the time he became a limited partner and which could not be ascertained from the certificate. The estate of a deceased limited partner shall be liable for all his liabilities as a limited partner. The substituted limited partner has all the rights and powers. On the death of a limited partner his executor or administrator shall have all the rights of a limited partner for the purpose of setting his estate.An assignee shall have the right to become a substituted limited partner if all the members consent thereto or if the assignor. The retirement. the court may charge the interest of the indebted limited partner with payment of the unsatisfied amount of such claim. Art. 1863. and to general partners.A. R. The remedies conferred by the first paragraph shall not be deemed exclusive of others which may exist. and make all other orders. Nothing in this Chapter shall be held to deprive a limited partner of his statutory exemption. and may appoint a receiver. or (2) With the consent of all members. death. directions and inquiries which the circumstances of the case may require. being thereunto empowered by the certificate. 1861.
and in respect to their claims for profits or for compensation by way of income on their contribution respectively. becomes insolvent or insane. (4) Those to general partners other than for capital and profits. (8) There is a change in the time as stated in the certificate for the dissolution of the partnership or for the return of a contribution. Art. (6) Those to general partners in respect to capital. Art.A. or (10) The members desire to make a change in any other statement in the certificate in order that it shall accurately represent the agreement among them. The writing to amend a certificate shall: (1) Conform to the requirements of Article 1844 as far as necessary to set forth clearly the change in the certificate which it is desired to make. No. in proportion to the respective amounts of such claims. 386 Excerpts from Civil Code of 1949 Book IV page 30 of 37 . 1864. (4) A person is admitted as a general partner. 1865. limited partners share in the partnership assets in respect to their claims for capital. Subject to any statement in the certificate or to subsequent agreement. The certificate shall be cancelled when the partnership is dissolved or all limited partners cease to be such. (3) Those to limited partners in respect to the capital of their contributions. and an amendment substituting a limited partner or adding a R. (3) An additional limited partner is admitted. dies.(2) Those to limited partners in respect to their share of the profits and other compensation by way of income on their contributions. and (2) Be signed and sworn to by all members. A certificate shall be amended when: (1) There is a change in the name of the partnership or in the amount or character of the contribution of any limited partner. (5) A general partner retires. (2) A person is substituted as a limited partner. or the return of a contribution. no time having been specified in the certificate. (9) A time is fixed for the dissolution of the partnership. or is sentenced to civil interdiction and the business is continued under Article 1860. (6) There is a change in the character of the business of the partnership. (7) There is a false or erroneous statement in the certificate. (5) Those to general partners in respect to profits.
1867. 1866. if any person designated in the first and second paragraphs as a person who must execute the writing refuses to do so. unless he is a general partner. Art. except where the object is to enforce a limited partner's right against or liability to the partnership. A certificate is amended or cancelled when there is filed for record in the Office of the Securities and Exchange Commission. A limited partnership formed under the law prior to the effectivity of this Code. (3) After the certificate is duly amended in accordance with this article. A contributor. provided the certificate sets forth: (1) The amount of the original contribution of each limited partner. and when the certificate is to be amended. and (2) That the property of the partnership exceeds the amount sufficient to discharge its liabilities to persons not claiming as general or limited partners by an amount greater than the sum of the contributions of its limited partners. If the court finds that the petitioner has a right to have the writing executed by a person who refuses to do so. and when a limited partner is to be substituted. The writing to cancel a certificate shall be signed by all members. No. the court shall also cause to be filed for record in said office a certified copy of its decree setting forth the amendment. R. Art. A person desiring the cancellation or amendment of a certificate. 386 Excerpts from Civil Code of 1949 Book IV page 31 of 37 . where the certificate is recorded: (1) A writing in accordance with the provisions of the first or second paragraph. to record the cancellation or amendment of the certificate.A. the amended certified shall thereafter be for all purposes the certificate provided for in this Chapter. it shall order the Office of the Securities and Exchange Commission where the certificate is recorded. may petition the court to order a cancellation or amendment thereof. the amendment shall also be signed by the assigning limited partner.limited or general partner shall be signed also by the member to be substituted or added. and the time when the contribution was made. is not a proper party to proceedings by or against a partnership. or (2) A certified copy of the order of the court in accordance with the provisions of the fourth paragraph. may become a limited partnership under this Chapter by complying with the provisions of Article 1844.
(4) Temperate or moderate. but also that of the profits which the obligee failed to obtain. 2200.DAMAGES CHAPTER 1 GENERAL PROVISIONS Art. Art. 2198. (1106) Art. Art. one is entitled to an adequate compensation only for such pecuniary loss suffered by him as he has duly proved. Damages may be: (1) Actual or compensatory. Rules governing damages laid down in other laws shall be observed insofar as they are not in conflict with this Code.A. In contracts and quasi-contracts. 2195. the damages for which the obligor who acted in good faith is liable shall be those that are the natural and probable consequences of the breach of the obligation. 386 Excerpts from Civil Code of 1949 Book IV page 32 of 37 . 2196.A limited partnership formed under the law prior to the effectivity of this Code. (5) Liquidated. Except as provided by law or by stipulation. or (6) Exemplary or corrective. 2199. Compensation for workmen and other employees in case of death. The provisions of this Title shall be respectively applicable to all obligations mentioned in Article 1157. 2197. injury or illness is regulated by special laws. Such compensation is referred to as actual or compensatory damages. Indemnification for damages shall comprehend not only the value of the loss suffered. Art. (3) Nominal. R. until or unless it becomes a limited partnership under this Chapter. The rules under this Title are without prejudice to special provisions on damages formulated elsewhere in this Code. No. shall continue to be governed by the provisions of the old law. The principles of the general law on damages are hereby adopted insofar as they are not inconsistent with this Code. 2201. and which the parties have foreseen or could have reasonably foreseen at the time the obligation was constituted. Art. . (2) Moral. Title XVIII. CHAPTER 2 ACTUAL OR COMPENSATORY DAMAGES Art.
the obligor shall be responsible for all damages which may be reasonably attributed to the non-performance of the obligation. 2207. bad faith. the recipient who is not an heir called to the decedent's inheritance by the law of testate or intestate succession. Damages may be recovered: (1) For loss or impairment of earning capacity in cases of temporary or permanent personal injury. (3) The spouse. 2202. In crimes and quasi-delicts. Art. legitimate and illegitimate descendants and ascendants of the deceased may demand moral damages for mental anguish by reason of the death of the deceased. 2205. Art. Art. It is not necessary that such damages have been foreseen or could have reasonably been foreseen by the defendant. even though there may have been mitigating circumstances. The party suffering loss or injury must exercise the diligence of a good father of a family to minimize the damages resulting from the act or omission in question. (2) For injury to the plaintiff's business standing or commercial credit. 2203. and he has received indemnity from the insurance company for the injury or loss arising out of the wrong or breach of contract complained of. the exact duration to be fixed by the court. Art. unless the deceased on account of permanent physical disability not caused by the defendant. for a period not exceeding five years. In crimes.A. the defendant shall be liable for all damages which are the natural and probable consequences of the act or omission complained of. In addition: (1) The defendant shall be liable for the loss of the earning capacity of the deceased. had no earning capacity at the time of his death. (1107a) Art. The amount of damages for death caused by a crime or quasi-delict shall be at least three thousand pesos. 2204. (2) If the deceased was obliged to give support according to the provisions of Article 291. 2206. may demand support from the person causing the death. such indemnity shall in every case be assessed and awarded by the court. and the indemnity shall be paid to the heirs of the latter. the insurance company shall be subrogated to the rights of the insured against the wrongdoer or the person R. If the plaintiff's property has been insured. 386 Excerpts from Civil Code of 1949 Book IV page 33 of 37 .In case of fraud. the damages to be adjudicated may be respectively increased or lessened according to the aggravating or mitigating circumstances. Art. malice or wanton attitude. No.
Interest may. 2211. in a proper case. (8) In actions for indemnity under workmen's compensation and employer's liability laws. In all cases. In the absence of stipulation. (6) In actions for legal support. (9) In a separate civil action to recover civil liability arising from a crime. the legal interest. Art. 2208.A. which is six per cent per annum. the attorney's fees and expenses of litigation must be reasonable. Interest due shall earn legal interest from the time it is judicially demanded. in the discretion of the court. shall be the payment of the interest agreed upon. interest as a part of the damages may. (5) Where the defendant acted in gross and evident bad faith in refusing to satisfy the plaintiff's plainly valid. (3) In criminal cases of malicious prosecution against the plaintiff. (7) In actions for the recovery of wages of household helpers. laborers and skilled workers.who has violated the contract. (2) When the defendant's act or omission has compelled the plaintiff to litigate with third persons or to incur expenses to protect his interest. If the amount paid by the insurance company does not fully cover the injury or loss. (1109a) R. be allowed upon damages awarded for breach of contract. No. (10) When at least double judicial costs are awarded. there being no stipulation to the contrary. 386 Excerpts from Civil Code of 1949 Book IV page 34 of 37 . and in the absence of stipulation. 2209. If the obligation consists in the payment of a sum of money. except: (1) When exemplary damages are awarded. In crimes and quasi-delicts. cannot be recovered. 2212. (1108) Art. other than judicial costs. (11) In any other case where the court deems it just and equitable that attorney's fees and expenses of litigation should be recovered. Art. Art. attorney's fees and expenses of litigation. (4) In case of a clearly unfounded civil action or proceeding against the plaintiff. the indemnity for damages. 2210. Art. the aggrieved party shall be entitled to recover the deficiency from the person causing the loss or injury. and the debtor incurs in delay. although the obligation may be silent upon this point. be adjudicated in the discretion of the court. just and demandable claim.
(2) That the plaintiff has derived some benefit as a result of the contract. 386 Excerpts from Civil Code of 1949 Book IV page 35 of 37 . except liquidated ones. 2216. the contributory negligence of the plaintiff shall reduce the damages that he may recover. R. In the adjudication of moral damages. nominal. the sentimental value of property. (3) In cases where exemplary damages are to be awarded. except when the demand can be established with reasonably certainty. In quasi-delicts. and quasi-delicts. CHAPTER 3 OTHER KINDS OF DAMAGES Art. may be adjudicated. abduction.Moral Damages Art. 2213. . mental anguish. SECTION 1. Moral damages may be recovered in the following and analogous cases: (1) A criminal offense resulting in physical injuries. Art. may be considered. social humiliation. 2219. In contracts. moral damages may be recovered if they are the proximate result of the defendant's wrongful act for omission. that the defendant acted upon the advice of counsel. besmirched reputation. moral shock.A. the defendant has done his best to lessen the plaintiff's loss or injury. or other lascivious acts. temperate. (3) Seduction. wounded feelings. Art. the court may equitably mitigate the damages under circumstances other than the case referred to in the preceding article. Moral damages include physical suffering. 2218. serious anxiety. Art. No proof of pecuniary loss is necessary in order that moral. Art. fright. (2) Quasi-delicts causing physical injuries. (4) That the loss would have resulted in any event. Interest cannot be recovered upon unliquidated claims or damages. (5) Illegal or arbitrary detention or arrest. 2215. real or personal. as in the following instances: (1) That the plaintiff himself has contravened the terms of the contract. and similar injury. (5) That since the filing of the action. rape. liquidated or exemplary damages. 2214. quasi-contracts. (4) Adultery or concubinage. 2217.Art. is left to the discretion of the court. Though incapable of pecuniary computation. according to the circumstances of each case. The assessment of such damages. No.
R. Temperate damages must be reasonable circumstances. . 29. to be paid in case of breach thereof. Art. SECTION 2. which are nominal but less than compensatory damages. No. 3 of this article. .Temperate or Moderate Damages Art. 2223. (10) Acts and actions referred to in Articles 21. under the circumstances.A. 28. Art. 9 of this article.Nominal Damages Art. descendants. abducted. or abused. Liquidated damages are those agreed upon by the parties to a contract. The same rule applies to breaches of contract where the defendant acted fraudulently or in bad faith. Temperate or moderate damages. 30. may be when the court finds that some pecuniary loss suffered but its amount can not. raped. 2222. referred to in No. which has been violated or invaded by the defendant. 386 Excerpts from Civil Code of 1949 Book IV page 36 of 37 more than recovered has been the case. from the nature of be provided with certainty. The adjudication of nominal damages shall preclude further contest upon the right involved and all accessory questions. 2224.Liquidated Damages Art. slander or any other form of defamation. The spouse. 32. Art. The court may award nominal damages in every obligation arising from any source enumerated in Article 1157. 26. and brothers and sisters may bring the action mentioned in No.(6) Illegal search. may also recover moral damages. and 35. SECTION 3. (7) Libel. Art. 2220. (9) Acts mentioned in Article 309. and not for the purpose of indemnifying the plaintiff for any loss suffered by him. such damages are justly due. 2225. ascendants. may be vindicated or recognized. Nominal damages are adjudicated in order that a right of the plaintiff. (8) Malicious prosecution. as between the parties to the suit. Willful injury to property may be a legal ground for awarding moral damages if the court should find that. 27. 2221. under the . 34. or in every case where any property right has been invaded. . 2226. SECTION 4. The parents of the female seduced. or their respective heirs and assigns. in the order named.
Nothing follows.Exemplary or Corrective Damages Art. or malevolent manner. Art. 2230. 2231.Art. shall be equitably reduced if they are iniquitous or unconscionable. 2234. Art. In contracts and quasi-contracts. Art. Art. 2228. Art. reckless. A stipulation whereby exemplary damages are renounced in advance shall be null and void. the law shall determine the measure of damages. temperate or compensatory damages before the court may consider the question of whether or not exemplary damages should be awarded. Exemplary damages cannot be recovered as a matter of right. in addition to the moral. While the amount of the exemplary damages need not be proved. the plaintiff must show that he is entitled to moral. 2233. and not the stipulation. although no proof of loss is necessary in order that such liquidated damages may be recovered. oppressive. before the court may consider the question of granting exemplary in addition to the liquidated damages. 2232. the court will decide whether or not they should be adjudicated. 386 Excerpts from Civil Code of 1949 Book IV page 37 of 37 . nevertheless. exemplary damages may be granted if the defendant acted with gross negligence. the plaintiff must show that he would be entitled to moral. In case liquidated damages have been agreed upon. Art. Art. exemplary damages as a part of the civil liability may be imposed when the crime was committed with one or more aggravating circumstances. temperate. SECTION 5. by way of example or correction for the public good. When the breach of the contract committed by the defendant is not the one contemplated by the parties in agreeing upon the liquidated damages. Liquidated damages. temperate or compensatory damages were it not for the stipulation for liquidated damages. Exemplary or corrective damages are imposed. fraudulent. In criminal offenses. . the court may award exemplary damages if the defendant acted in a wanton. liquidated or compensatory damages. In quasi-delicts. 2235. whether intended as an indemnity or a penalty.A. 2229. Such damages are separate and distinct from fines and shall be paid to the offended party. 2227. No. R.