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Purpose and Defn

Elements of Agency
Effect of Agency: Integration and Extension
General v. Special
-- The Agent -Establishing Agency oral/written, express/implied, estoppel
Rights Compensation, Lend/borrow at interest, appoint substitute,
retain in pledge
Obligations Liability presumed joint, when personally bound, when acting in own
name
Notes:
- Under 1897, if agent not authorized, provision doesnt state principal
not liable
- When acting in own name, agent is liable to both 3rd person and
principal
- Sir says that property of principal even if not object of contract should
be included because most agencies have to involve the property. Only
problem is principal would be bound by agents moonlighting
- 1883 = 3rd person can sue both principal and agent if property
belongs to principal
-- The Principal -Obligations (5) comply with obligations with 3rd persons, advance
funds, reimburse agents, indemnify agents for damages, pay
compensation to agents
Notes:
- bound if CAC + ratify or signifies to ratify + estopped
- must have full knowledge of material facts
- ask alex about Prieto v. CA (recit niya)
- 1918 = expenses of agent which principal not liable for = CFUS
Liability GR: solely liable; Exc: solidary if hes estopped
-- 3rd Parties-Rights of Third Parties require presentation of
authority/instructions, rely on representations by principal
Keeler Rules
-- Extinguishing the Agency -(6) Revocation, withdrawal, death etc, dissolution of firm,
accomplishment of purpose, expiration of period RWDDAE RAWEDD

- Agency coupled with interest mutual benefit etc


Distinguishing from other Contracts
- based on issue presented, does an agency relationship exist between
relevant parties?
- distinguishing factor is representation and intent. Control is important
but not essential.
- vs. partnership, lessor of work, contractor, sale, brokerage

PARTNERSHIP
Nature a contract
Elements contribution + divide profits
- common fund = may be from borrowed funds. Thus a partnership
may exist before a common fund.
Attributes lawful purpose, common benefit, juridical personality
Rules to determine existence
- 3CSPdwalg
-Forming the PartnershipFormal Requirements GR: any form; Exc: immovable contributed,
capital over P3k
Corporations as partners GR, rationale, SEC opinions, foreign
corporations
Partnership purpose must be specific in articles, includes
incidental purposes, no need to state secondary ones
Firm name must be unique, must have Co. or Ltd., no surname of
limited partner
Kinds of Partnerships
as to object: Universal/particular
as to liability: general/limited
professional partnerships
partnership by estoppel
Joint Ventures essentially a partnership created for a limited
purpose. Jurisprudence treats it just like a partnership, or at least
similar to one.
Rights of a Partner (8)
- mutual agency FACOITUWB, ADD C SIR
- share in profits
- right to associate with another

1803 1818

access to books and info


formal accounting
property rights over partnership property Specific property,
interest in property (personal property)
- participate in management
- conveyance of property in partnership name 1819
Obligations of partners (10)
- contribute to capital
- additional capital
- alteration in immovable
- bring to partnership capital credit received
- responsible for damages suffered by the partnership
- bear risk of loss
- share on losses
- account for benefits
- liable for partnership contracts
- solidarily liable for wrongful acts
New Partners
Industrial Partners
Managing Partners
Capitalist Partners
--Obligations of the Partnership-- bound by acts of partners 1803 1818 again
- bear risk of certain contributions
- repay disbursements of partners
- bound by admissions/representations
- bound by notice to partner
- liability for loss/injury to 3rd persons
- liability for misapplied funds
--Ending the Partnership-- phases: dissolution >> Winding-up and liquidation >> termination
Dissolution
- without violating the partnership agreement (4)
- in contravention of the agreement express will (1)
- by operation of law (5)
- by decree of court (6)
Consequence of dissolution continuation > termination of authority to
act > discharge liabilities > election to continue business
Authority to act after dissolution 1832-1834 fml
Discharge of liability
Dissolution due to wrongful cause 1837 and 1840(6) fml

Winding-up and liquidation


Right to wind up belongs to innocent partners or legal rep of last
surviving solvent partner
Right to damages for innocent partners - 1837 din
Right of guilty partner 1837
Right to lien or retention 1838 (3)
Right of retiring/deceased partner
Right to account
Meaning of winding up
- no period for winding up
- Rules on settling accounts Limited Partnerships
Definition
Purpose
Formation
Corporations
Liability for false statements
Cancellation(2) and amendment(10)

CCGGTTFOAS

Liability Control shit


Rights of a limited partner
- In common with general
- Loan/transact business
- Return of contribution when (3) conditions present and only on
(3) times
- To dissolve
- Share of profits
- Assignment of interest
General Partner
- acts of strict dominion (7) needs consent of all partners
CCCLPIG
Preference of credits (6) CLpLcGGpGc