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A.

As to Duration

1. Partnership with a fixed term
2. Partnership for a particular undertaking
Note Art 1785
3. Partnership at will 1
Ortega vs Court of Appeals 245 Scra 529 (1995)

Ortega vs. CA

FACTS: On December 19, 1980, respondent Misa associated himself together, as
senior partner with petitioners Ortega, del Castillo, Jr., and Bacorro, as junior partners.
On Feb. 17, 1988, respondent Misa wrote a letter stating that he is withdrawing and
retiring from the firm and asking for a meeting with the petitioners to discuss the
mechanics of the liquidation. On June 30, 1988, petitioner filed a petition to the
Commision's Securities Investigation and Clearing Department for the formal
dissolution and liquidation of the partnership. On March 31, 1989, the hearing officer
rendered a decision ruling that the withdrawal of the petitioner has not dissolved the
partnership. On appeal, the SEC en banc reversed the decision and was affirmed by the
Court of Appeals. Hence, this petition.

ISSUE: Whether or not the Court of Appeals has erred in holding that the partnership is
a partnership at will and whether or not the Court of Appeals has erred in holding that
the withdrawal of private respondent dissolved the partnership regardless of his good or
bad faith

HELD: No. The SC upheld the ruling of the CA regarding the nature of the partnership.
The SC further stated that a partnership that does not fix its term is a partnership at
will. The birth and life of a partnership at will is predicated on the mutual desire and
consent of the partners. The right to choose with whom a person wishes to associate
himself is the very foundation and essence of that partnership. Its continued existence
is, in turn, dependent on the constancy of that mutual resolve, along with each
partner's capability to give it, and the absence of a cause for dissolution provided by
the law itself. Verily, any one of the partners may, at his sole pleasure, dictate a
dissolution of the partnership at will. He must, however, act in good faith, not that the
attendance of bad faith can prevent the dissolution of the partnership but that it can
result in a liability for damages.

B. As to Extent of Partners’ Liabilities

1. General Partnership
Lim Tong Lim vs Philippine Fishing Gear, 317 Scra 728 (1999)
2. Limited Partnership

Lim vs. Philippine Fishing Gear Industries Inc.
[GR 136448, 3 November 1999]

FACTS: Lim Tong Lim requested Peter Yao and Antonio Chuato engage in commercial
fishing with him. The three agreed to purchase two fishing boats but since they do not
have the money they borrowed from one Jesus Lim the brother of Lim Tong Lim.
Subsequently, they again borrowed money for the purchase of fishing nets and other 2
fishing equipments. Yao and Chua represented themselves as acting in behalf of “Ocean
Quest Fishing Corporation” (OQFC) and they contracted with Philippine Fishing Gear
Industries (PFGI) for the purchase of fishing nets amounting to more than P500k.
However, they were unable to pay PFGI and hence were sued in their own names as
Ocean Quest Fishing Corporation is a non-existent corporation. Chua admitted his
liability while Lim Tong Lim refused such liability alleging that Chua and Yao acted
without his knowledge and consent in representing themselves as a corporation.

ISSUE: Whether Lim Tong Lim is liable as a partner

HELD: Yes. It is apparent from the factual milieu that the three decided to engage in a
fishing business. Moreover, their Compromise Agreement had revealed their intention
to pay the loan with the proceeds of the sale and to divide equally among them the
excess or loss. The boats and equipment used for their business entails their common
fund. The contribution to such fund need not be cash or fixed assets; it could be an
intangible like credit or industry. That the parties agreed that any loss or profit from the
sale and operation of the boats would be divided equally among them also shows that
they had indeed formed a partnership. The principle of corporation by estoppel cannot
apply in the case as Lim Tong Lim also benefited from the use of the nets in the boat,
which was an asset of the partnership. Under the law on estoppel, those acting in
behalf of a corporation and those benefited by it, knowing it to be without valid
existence are held liable as general partners. Hence, the question as to whether such
was legally formed for unknown reasons is immaterial to the case.

C. Other Classes of Partners
1. Capitalist Partner vs Industrial Partner
2. Original Partner and Subsequent or Incoming Partners
3. Managing Partner
4. Liquidating Partner
5. Retiring Partner
6. Continuing Partner
7. Partner by Estoppel

I. Special Issues as to WHO may qualify to become partners
1. May Spouses Validly Enter into a Partnership Relation?
A. Spouses cannot enter into a Universal Partnership. Art 1782, 133, 87

000.00 to the partnership. the limited partnership was registered with the Securities and Exchange Commission. Spouses are NOT qualified to enter into other forms of partnership for gain C. Partner-Spouses Suter protested the assessment.06 for 1954 and P4. P20. was not a universal partnership. Suter as the general partner. On 1 October 1947. such contributions remained their respective separate property under the Spanish Civil Code (Article 1396) B. general partner Suter and limited partner Spirig got married and. P18." was formed on 30 September 1947 by William J. Suter 'Morcoin' Co.00.00 by William Suter and P18. but a particular one since the contributions of the partners were fixed sums of money.00 and P2. May Corporations become Partners? . and after they were joined in wedlock. limited partner Carlson sold his share in the partnership to Suter and his wife. Suter and the Court of Tax Appeals G.000. Nor could the subsequent marriage of the partners operate to dissolve it. Suter and Julia Spirig were separately owned and contributed by them before their marriage. It follows that the firm was not a partnership that spouses were forbidden to enter by Article 1677 of the Civil Code of 1889 (now Article 1782 of the New Civil Code). Issue: Whether or not the partnership was dissolved after the marriage of the partners. The sale was duly recorded with the Securities and Exchange Commission on 20 December 1948.000. No. respectively. The capital contributions of partners William J. on 18 December 1948.R. and Julia Spirig and Gustav Carlson.. as the limited partners. consolidated the income of the firm and the individual incomes of the partners-spouses Suter and Spirig resulting in a determination of a deficiency income tax against respondent Suter in the amount of P2. in an assessment. Professional Partnerships.Art 1783 D. The limited partnership had been filing its income tax returns as a corporation. L-25532. 1969 3 Facts: A limited partnership. Commissioner vs Suter. Suter and Julia Spirig Suter and the subsequent sale to them by the remaining partner. without objection by the Commissioner of Internal Revenue.678. Gustav Carlson? Ruling: William J. thereafter. William j.00 for 1955. until in 1959 when the latter.. In 1948. 27 scra 152 (1969) Commissioner of Internal Revenue vs.000.000. Ltd. The partners contributed.567.00 by Julia Spirig and neither one of them was an industrial partner. Ltd. Suter "Morcoin" Co. P20. named "William J. William J. such marriage not being one of the causes provided for that purpose by law. February 28..

95 Phil 106 (1954) Torres vs Court of Appeals 278 Scra 793 *SEC Rules TUASON VS. TRDC is a small family owned corporation and other stockholders thereof include Judge Torres’ nieces and nephews. Weston. of Corp. among others. R. as "its managing partner" is not in line with the corporate business of either of them. adverse to the entire world by defendant and his predecessors in interest" from "time immemorial". Tuason vs Bolabos... natural or juridical. Jr. continuous.. citing 2. Defendant appealed directly to the Supreme Court and contended. L. it may nevertheless enter into a joint venture with another where the nature of that venture is in line with the business authorized by its charter. vs Court of Appeals 278 SCRA 793 – Business Organization – Corporation Law – Transfer of Shares of Stocks – Corporate Records FACTS: Judge Manuel Torres. 95 Phil. BOLANOS GR. hence. 1043. Gregorio Araneta. that Gregorio Araneta. Manuel Torres. owns about 81% of the capital stocks of Tormil Realty & Development Corporation (TRDC). After trial. However. Defendant. In the complaint. Fletcher Cyc. Jr. Inc. but there is nothing against one corporation being represented by another person. his vote can . 1954. another corporation." (Wyoming-Indiana Oil Gas Co. the plaintiff is represented by its Managing Partner. even though Judge Torres owns the majority of TRDC and was also the president thereof. The contention that Gregorio Araneta. cannot act as managing partner for plaintiff on the theory that it is illegal for two corporations to enter into a partnership. No. vs. 1082. he is only entitled to one vote among the 9-seat Board of Directors. There is nothing in the record to indicate that the venture in which plaintiff is represented by Gregorio Araneta. Inc. cannot act as managing partner for plaintiff on the theory that it is illegal for two corporations to enter into a partnership is without merit. Inc.). Ruling: It is true that the complaint states that the plaintiff is "represented herein by its Managing Partner Gregorio Araneta.". Inc. 80 A. the lower court rendered judgment for plaintiff. for the true rule is that "though a corporation has no power to enter into a partnership. 106 4 Facts: Plaintiff’s complaint against defendant was to recover possession of a registered land. declaring defendant to be without any right to the land in question and ordering him to restore possession thereof to plaintiff and to pay the latter a monthly rent. sets up prescription and title in himself thru "open. Issue: Whether or not a corporation may enter into a joint venture with another corporation. in his answer. exclusive and public and notorious possession under claim of ownership. in a suit in court. Inc. L-4935. another corporation. May 28.

respondents . Further. 1784. the said assignment of shares were not recorded by the corporate secretary. Secretary of Justice and Felino Mercado. 465 Scra 106 (2005) Rojas vs MAglana.be easily overridden by minority stockholders. Christina Carlos (niece) in the stock and transfer book of TRDC. However. Judge Torres and his five assignees then decided to conduct the election among themselves considering that the 6 of them constitute a quorum. ISSUE: Whether or not the inclusion of the five outsiders are valid. There are judicial remedies for this. he is the president. Judge Torres assigned one share (qualifying share) each to 5 “outsiders” for the purpose of qualifying them to be elected as directors in the board and thereby strengthen Judge Torres’ power over other family members. Such corporations cannot have rules and practices other than those established by law. The assignment of the shares of stocks did not comply with procedural requirements. When the validity of said assignments were questioned. big or small. and if she refuses. must abide by the provisions of the Corporation Code. they refused to take part in the election. his excuse of not ordering the secretary to make the entries is flimsy. Being a simple family corporation is not an exemption. SECRETARY OF JUSTICE (July 29. it was Judge Torres who was keeping it and was bringing it with him. the subsequent election is invalid because the assignment of shares is invalid by reason of procedural infirmity. Since the other family members were against the inclusion of the five outsiders. Judge Torres ratiocinated that it is impractical for 5 him to order Carlos to make the entries because Carlos is one of his opposition. PARTNERSHIP: FORMAL AND REGISTRATION REQUIREMENTS 1. v. Art 1771. So what Judge Torres did was to make the entries himself because he was keeping the stock and transfer book. Judge Torres can come to court and compel her to make the entry. II. The proper procedure is to order the secretary to make the entry of said assignment in the book. He further ratiocinated that he can do what a mere secretary can do because in the first place. Here. So in 1987. before the regular election of TRDC officers. It did not comply with the by laws of TRDC nor did it comply with Section 74 of the Corporation Code. Ma. Needless to say. Whether or not the subsequent election is valid. The Hon. Section 74 provides that the stock and transfer book should be kept at the principal office of the corporation. 1772 Angeles vs Secretary of Justice. petitioners. The Supreme Court also emphasized: all corporations. 192 Scra 110 (1990) ANGELES vs. 2005) Oscar Angeles and Emerita Angeles. HELD: No.

Angeles spouses appealed to Sec. During the barangay conciliation proceedings. covering 8 parcels of land planted with fruit--‐bearing lanzones trees in Nagcarlan. and they claim that only after this demand for an accounting did they discover that Mercado had put the contract of antichresis over the subject land under Mercado and his spouse’s names.” 6 NATURE: Special civil action. Mercado denied the Angeles spouses’ allegations. between him and his spouse as industrial partners and the Angeles spouses as financiers. instead of the Angeles spouses.000 . It was their practice to enter into business transactions with other people under the name of Mercado because the Angeles spouses did not want to be identified as the financiers. Mercado used his and his spouse’s earnings as part of the capital in the business transactions which he entered into in behalf of the Angeles spouses. Oscar Angeles stated that there was a written sosyo industrial agreement: capital would come from the Angeles spouses while the profit would be divided evenly between Mercado and the Angeles spouses Provincial Prosecution Office: first recommended the filing of a criminal information for estafa. FACTS: Angeles spouses filed a criminal complaint for estafa against Mercado. Certiorari. saying that the document evidencing the contract of antichresis executed in the name of the Mercado spouses. colloquially known as Sosyo industrial. Attached bank receipts showing deposits in behalf of Emerita Angeles and contracts under his name for the Angeles spouses. & claimed that Mercado convinced them to enter into a contract of antichresis.DOCTRINE: The purpose of registration of the contract of partnership with the SEC is To give notice to third parties. of Justice. but after Mercado filed his counter--‐affidavit and moved for reconsideration. A partnership may exist even if the partners do not use the words “partner” or “partnership. Laguna and owned by Juan Sanzo. After 3 years. issued an amended resolution dismissing the complaint. The parties agreed that Mercado would administer the lands and complete the necessary paperwork. before the contract of antichresis over the subject land. and that this had existed since1991. their brother--‐in--‐law. to last for 5 years. and that such document alone proves Mercado’s misappropriation of their P210. the Angeles spouses asked for an accounting from Mercado. Failure to register the contract of partnership does not affect the liability of the partnership and of the partners to third persons. Claimed that there exists an industrial partnership. nor does it affect the partnership’s juridical personality.

of Justice’s resolution. The Angeles spouses’ position that there is no partnership because of the lack of a public instrument indicating the same and a lack of registration with the SEC holds no water. 2. Angeles spouses acknowledged their joint business venture in the barangay conciliation proceedings although they assailed the manner the business was conducted. the co--‐partner’s liability is civil in nature ISSUES/HELD: 1. There is no estafa where money is delivered by a partner to his co--‐partner on the latter’s representation that the amount shall be applied to the business of their partnership. W/N the Sec. W/N there was misappropriation by Mercado – No. RATIO/RULING: 1. it was more likely that the Angeles spouses knew from the very start that the questioned document was not really in their names A partnership truly existed between the Angeles spouses and Mercado. 7 Under the circumstances. Mercado satisfactorily explained that the Angeles spouses do not want to be revealed as the financiers. The purpose of registration is to give notice to third parties. . 1771 to 1773 of the Civil Code. of Justice: dismissed the appeal Angeles spouses failed to show sufficient proof that Mercado deliberately deceived them in the transaction. Angeles spouses allege that they had no partnership with Mercado. The Angeles spouses contributed money to the partnership and not immovable property. 3. of Justice committed grave abuse of discretion in dismissing the appeal --‐ No. which was clear from the fact that they contributed money to a common fund and Divided the profits among themselves. 2. Moreover. the partnership relationship was evident. Angeles spouses fail to convince that the Secretary of Justice committed grave abuse of discretion whenhe dismissed their appeal.Sec. relying on Arts. Mere failure to register the contract of partnership with the SEC does not invalidate a contract that has the essential requisites of a partnership. they committed a procedural error when they failed to file a motion for reconsideration of the Sec. Although the legal formalities for the formation were not adhered to. In case of the money received. which is already enough reason to dismiss the case. W/N a partnership existed between Mercado and the Angeles spouses --‐ Yes.

The Angeles spouses admit to facts that prove the existence of a Partnership: A contract showing a sosyo industrial or industrial partnership. Decision of Sec. Rojas vs. After 3 months. He never told Maglana that he will not be able to comply with the promised contributions and he will not work as logging superintendent. They shall share in all profits and loss equally. Maglana shall manage the business affairs while Rojas shall be the logging superintendant and shall manage the logging operation. Rojas took funds from the partnership more than his . VOTE: 1st Division. which handled the civil case filed by the Angeles spouses against Mercado and Leo Cerayban stated that it was the practice to have the contracts secured in Mercado’s name as the Angeles spouses fear being kidnapped by the NPA or being questioned by the BIR as Oscar Angeles was working with the government. He left and abandoned the partnership. Accounting of the proceeds is not a proper subject for the present case. It was a partnership with an indefinite term of existence. of Justice affirmed. thus the document which was in the name of Mercado and his spouse fail to convince that there was deceit or false representation that induced the Angeles spouses to part with their money Even the RTC of Sta. nor does it affect the partnership’s juridical personality. Rojas entered into a management contract with another logging enterprise. He even withdrew his equipment from the partnership and was transferred to CMS. all concur. Maglana then told Rojas that the latter share will just be 20% of the net profits. After withdrawal of Pamahatong. They again executed their Articles of Co-Partnership under EDE. Mercado satisfactorily explained that the Angeles spouses do not want to be revealed as the financiers. After sometime Pamahatong sold his interest to Maglana and Rojas including equipment contributed.Failure to register does not affect the liability of the partnership and of the partners to third persons. Due to difficulties encountered they decided to avail of the sources of Pahamatong as industrial partners. The term is 30 years. Maglana and Rojas continued the partnership. Maglana Facts: Maglana and Rojas executed their Articles of Co-Partnership called Eastcoast Development Enterprises (EDE). DISPOSITION: Petition for certiorari dismissed. Laguna. Contribution of money & industry to a common fund 8 Division of profits between the Angeles spouses and Mercado 2. Cruz.

defendant failed to render the accounts despite repeated demands.000) and attorney’s fees (P1000). 1771. whenever immovable property is contributed thereto. 1773 Agad vs Mabato. upon the constitution of the second one. No rights and obligations accrued in the name of the second partnership except in favor of Pahamatong which was fully paid by the duly registered partnership. which they unmistakably called “additional agreement. Issue: Whether or not immovable property or real rights have been contributed to the partnership.” Otherwise stated even during the existence of the second partnership. Petitioner filed a complaint against Mabato to which a copy of the public instrument evidencing their partnership is attached. He then filed a motion to dismiss on the ground of lack of cause of action. Maglana notified Rojas that he dissolved the partnership. 1773 of our Civil Code. 23 Scra 1223 (1968) Litonjua Jr. if inventory of said property is not made. When Immovable Property Contributed Art 1771. all 9 business transactions were carried out under the duly registered articles. except where immovable property or real rights are contributed thereto. petitioner prayed for the dissolution of the partnership and winding up of its affairs. However. A partnership may be constituted in any form. for the years 1957-1963. vs Litonjua Sr. because an inventory of the fishpond referred in said instrument had not been attached thereto. Issue: What is the nature of the partnership and legal relationship of Maglana and Rojas after Pahamatong retired from the second partnership Ruling: It was not the intention of the partners to dissolve the first partnership. Mabato yearly rendered the accounts of the operations of the partnership. . Aside from the share of profits (P14. 3. 1773. Art. As managing partner. signed by the parties. Mabato denied the existence of the partnership alleging that Agad failed to pay his P1000 contribution.contribution. 477 Scra 576 (2005) Agad vs Mabato Facts: Petitioner Mauricio Agad claims that he and defendant Severino Mabato are partners in a fishpond business to which they contributed P1000 each. and attached to the public instrument. The lower court dismissed the complaint finding a failure to state a cause of action predicated upon the theory that the contract of partnership is null and void. Thus. Art. pursuant to Art. in which case a public instrument shall be necessary. A contract of partnership is void.

Agency.e. as called for under the Article 1772 (capitalization of a partnership) of the Code. i. Aurelio alleged that Eduardo entered into a contract of partnership with him.Held: Based on the copy of the public instrument attached in the complaint. and not to "engage in a fishpond business. The partnership is void and legally nonexistent. to the supposed partnership. The memorandum this time stated that in exchange of Aurelio. did not prove partnership.” Thus. there can be no quibbling that said letter does not meet the public instrumentation requirements exacted under Article 1771 (how partnership is constituted) of the Civil Code. shipping and land development) and some other immovable properties.00 in money or property.000. how formed FACTS: Aurelio and Eduardo are brothers. As an unsigned document. whichever is higher. the letter from Eduardo and the Memorandum. 10 Aurelio Litonjua Jr vs Eduardo Litonjua Sr. but is unsigned and undated. The 1973 letter from Eduardo on its face. who just got married. said letter cannot be presented for notarization. Therefore. retaining his share in the family business (movie theatres. et al Business Organization – Partnership. Aurelio showed as evidence a letter sent to him by Eduardo that the latter is allowing Aurelio to manage their family business (if Eduardo’s away) and in exchange thereof he will be giving Aurelio P1 million or 10% equity. Article 1773 of the Civil Code finds no application in the case at bar. In 1992 however. Mabato’s contention that “it is really inconceivable how a partnership engaged in the fishpond business could exist without said fishpond property (being) contributed to the partnership” is without merit. The documentary evidence presented by Aurelio. the partnership was established to operate a fishpond". Case remanded to the lower court for further proceedings. the relationship between the brothers went sour. Eduardo did not heed and so Aurelio sued Eduardo. HELD: No. In 1973. ISSUE: Whether or not there exists a partnership. A memorandum was subsequently made for the said partnership agreement. And so Aurelio demanded an accounting and the liquidation of his share in the partnership. Moreover. let alone registered with the Securities and Exchange Commission (SEC). Trust – Partnership. Their contributions were limited to P1000 each and neither a fishpond nor a real right thereto was contributed to the partnership. And inasmuch as the inventory requirement under the succeeding Article 1773 goes into the matter of validity when immovable property is contributed to the partnership. personal in tone. he will be given P1 Million or 10% equity in all these businesses and those to be subsequently acquired by them whichever is greater. if any. the next logical point of inquiry turns on the nature of Aurelio’s contribution. contains typewritten entries. no inventory was made of the immovable property and no . The Memorandum is also not a proof of the partnership for the same is not a public instrument and again. being unsigned and doubtless referring to a partnership involving more than P3.

subsequently. creditors-appellants. Following the presentation of an application to be adjudged an insolvent by the "Sociedad Mercantil. the Pacific Commercial Company. SANTIAGO JO CHUNG. It is from this last order that an appeal was taken in accordance with section 82 of the Insolvency Law. that those who seek to avail themselves of the protection of laws permitting the creation of limited partnerships must show a substantially full compliance with such laws. Piñol & Company. ET AL. FACTS: 1. The general rule is. 1956. that each of said partners be adjudicated insolvent debtors in this proceeding. ISSUE: Whether or not there was a limited partnership RULING: NO. . vs." the creditors.. denied it." 2.. 4 Phil 2 (1904) G.R. filed a motion in which the Court was prayed to enter an order: A. Riu Hermanos. but.inventory was attached to the Memorandum.. to require each of said partners to file an inventory of his property in the manner required by section 51 of Act No. petitioner-appellee. Ltd. 146. To establish a limited partnership there must be. Teck Seing & Co. 148. one general partner and the name of the least one of the general partners must appear in the firm name. arts. "Declaring the individual partners as described in paragraph 5 parties to this proceeding.. The trial judge first granted the motion. No. Anderson & Company. 19892 September 6. H. Article 1773 of the Civil Code requires that if immovable property is contributed to the partnership an inventory shall be had and attached to the contract 4. and W. on opposition being renewed. PACIFIC COMMERCIAL COMPANY. ET AL... and C. (Code of Commerce. The Partnership Name – Art 1815 11 Jo Chung Chang vs Pacific Commercial Co. 122 [2]. LTD. B. partners.) But neither of these requirements have been fulfilled. at least. 45 Phil 142 (1923) Hung-Man-Yoc vs Kieng-Chiong-Seng 6 Phil 498 (1906 Compania Agricola vs Reyes. but a general partnership in which all the members are liable. 1923 TECK SEING AND CO. A limited partnership that has not complied with the law of its creation is not considered a limited partnership at all.

It would appear. The legal intention deducible from the acts of the parties controls in determining the existence of a partnership. is wisely included in our commercial law. the capital which each partner contributes in cash. A distinction could well be drawn between the right of the alleged partnership to institute action when failing to live up to the provisions of the law. stating the value given the latter or the basis on which their 12 appraisement is to be made. makes all the property of the partnership and also all the separate property of each of the partners liable. and the amounts which. or even the rights of the partners as among themselves.. was to establish a partnership which they erroneously denominated a limited partnership. that this provision was inserted more for the protection of the creditors than of the partners themselves. the names. Turning to the document before us. while assuming their enjoyment of the advantages to be derived from the relation. the duration of the co-partnership. or of one only. all subterfuges resorted to in order to evade liability for possible losses. surnames. but one or more partners thereof are solvent. however. If this was their purpose. Ltd. and not the creditors who presumably have dealt with the partnership in good faith. the firm name. Articles 127 and 237 of the Code of Commerce make all the members of the general co-partnership liable personally and in solidum with all their property for the results of the transactions made in the name and for the account of the partnership. or property. If they intend to do a thing which in law constitutes a partnership. Article 125 of the Code of Commerce provides that the articles of general co- partnership must estate the names. likewise. although their purpose was to avoid the creation of such relation. it will be noted that all of the requirements of the Code have been met. are to be given to each managing partner annually for his private expenses. they are partners. While the succeeding article of the Code provides that the general co-partnership must transact business under the name of all its members.The contention of the creditors and appellants is that the partnership contract established a general partnership. In other words. and domiciles of the partners. . first exhausting the assets of the firm before seizing the property of the partners. and the right of a third person to hold responsible a general co-partnership which merely lacks a legal firm name in order to make it a partnership de jure. Section 51 of the Insolvency Law. of several of them. The partners who have disguised their identity under a designation distinct from that of any of the members of the firm should be penalized. What is said in article 126 of the Code of Commerce relating to the general co- partnership transacting business under the name of all its members or of several of them or of one only. in a proper case. if a firm be insolvent. Here. and surnames of the partners to whom the management of the firm and the use of its signature is instrusted. the creditors may proceed both against the firm and against the solvent partner or partners. the intention of the persons making up Teck Seing & co. with the sole exception of that relating to the composition of the firm name. must be disregarded. credits.

126 of the Code of Commerce). Facts: The court below found that Chu-Che-Co. a designation adequate. 2. (Art. 151 and 152. although such organization was not evidenced by any public document as required by article 119 of the Code of Commerce. and in addition thereto the word "limited. ET. which by the way. or at least one of them to be. to be more exact. the capital which each had contributed. HUNG-MAN-YOC. 146. or some of them. Anonymous partnership (corporations) do not require a firm name or signature. whereas in this case none of the four names of those it is alleged were members of the firm appear in the firm name of the partnership. and Kiong-Tiao-Eng. Issue: Whether or not Kieng-Chiong-Seng is a partnership.) The firm name in question has absolutely none of these requisites. The partnership in question was a mercantile one. It was so testified to by its manager. but rather the designation of the partnership. as alleged by the plaintiff and appellee in his brief. that "there is no doubt that the partnership of Kieng-Chiong-Seng was a mercantile partnership organized for the purpose of engaging in commercial pursuits. AL. in the name of KWONG-WO-SING 13 vs. Yu-Yec-Pin. nor was it registered as required by article 17 of the said code" (p. were not introduced in evidence. All this being so. Yu-Yec-Pin. KIENG-CHO-SENG. is sufficient. The agent Yu-Yec-Pin himself and some of his so-called partners have merely noted in the books of the partnership. Ruling: Yes. Neither can it be considered as the firm name of a limited partnership for the reason that this should contain the same requisites as the firm name of a general partnership.) The fact is. as it was engaged in the importation of goods for sale here at a profit. (Art.5). But its organization is not evidenced by any public document.) . par. the alleged partnership never had any legal existence nor has it acquired any judicial personality in the acts and contracts executed and made by it." (Art. for the object or objects of the business to which it is dedicated. followed in the two latter cases by the words "and company" (art. under the firm name of Kieng-Chiong-Seng. It has been not proved that Kieng-Chiong-Seng was the firm name. It can not be the firm name of a general partnership because this should contain the names of all the partners. The agent further testified that the partnership was not record in the Mercantile Registry but in the Internal Revenue office.We reach the conclusion that the contract of partnership found in the document hereinbefore quoted established a general partnership or. 116. and Ang-Chu-Keng were partners of Kiong-Tiao-Eng. a partnership as this word is used in the Insolvency Law.

to which are applicable the provisions of the Code of Commerce in conformity with article 1670 of the Civil Code. nor did he make any contract at all with the plaintiff. the judge declared that the plaintiff was a civil partnership. 2. the liability arising from such obligations must enforcible against some one. as clearly appears from the testimony of the various witnesses. Issue: . a partnership legally organized in Spain. 119. filed a complaint for eviction in Bulacan against defendants which was denied on the supposition that said plaintiff company was a commercial partnership. although it had no legal standing. AL. which requires that the articles of partnership be recorded in a public instrument. The defendant. 3.But as the said partnership was a partnership de facto. ET. therefore. and that the partnership be registered in the Mercantile Register) shall be responsible together with the persons not members of the association with whom they may have transacted business in the name of the same. was in charge of the management of the association. Yu-Yec-Pin. and is not therefore under the obligation of registering in the commercial registry in order to have juridical personality with the power to appear in an action against the defendants. being the person who made all the contracts for the partnership. and had not registered in the commercial registry. the agent of the partnership. Chua-Che-Co. On appeal. Facts: 1. REYES. and that said partnership should be registered in the commercial registry before it could appear and used the name of the association in an action against the defendants. domiciled in Manila. which 14 reads as follows: The persons in charge of the management of the association who do not comply with the provisions of the foregoing article (art. COMPAÑIA AGRICOLA DE ULTRAMAR v. It is evident. and contracted obligations in favor of the plaintiff. Among the documents presented by plaintiff was the article of incorporation executed before a notary in the court of Madrid entitling it as a special civil partnership with a purpose to exploit the agricultural industry in the Philippine Islands and other Spanish colonies. The partnership in question not being included in any of the classes of partnership defined by the Code of Commerce there should be applied to it the general provisions applicable to all partnerships contained in article 120 of the Code of Commerce. and subject to the provisions of the Code of Commerce. Plaintiff. also Kieng-Tiao-Eng according to two of the witnesses. that he has incurred no liability and that he can not be held individually responsible for the payment of plaintiff's claims as the court below found.

that the defendants had paid the rents for previous years. having complied with the forms required for the organization of associations of its class under the Civil Code. may adopt all the forms recognized by the Commercial Code. on account of the objects to which they are devoted. depending not upon the business in which they are engaged but upon the particular form adopted in their organization. . The definition of the partnership found in article 1665 clearly includes associations organized for the purpose of gain growing out of commercial transactions. From the petition of the plaintiff and the bill of exceptions it appears that the defendants failed and refused to pay the rent for any of the years previous to 1899. In this provision the legislature expressly indicates that there may exist two classes of commercial associations. as some other codes do. In the absence of proof to the contrary. they are thereby estopped from denying that fact. Ruling: The Commercial Code for the Philippines does not attempt anywhere. Assuming. From the articles of association it will be seen that the plaintiff company was organized expressly under the provisions of the Civil Code. therefore.WON plaintiff was a mercantile or a civil corporation. In such cases its (Commercial Code) provisions shall be applicable in so far as they do not conflict with the provisions of this code. is a juristic person recognized by law. Article 1670 provides that civil partnerships. that such civil partnerships shall only be governed by the forms and provisions of the Commercial Code when they expressly adopt them. then they thereby recognized the plaintiff company as an entity and are thereby now estopped from setting up the contrary. to define what commercial transactions are. and then only in so far as they (rules of the Commercial Code) do not conflict with the provisions of the Civil Code. The defendants having recognized the existence of the plaintiff as an entity capable of dealing with private persons. and has capacity to maintain the present action. Held: First. Second. Third. That the plaintiff company. And furthermore. That the plaintiff company had statutory authority to organize under the Civil Code for the purposes indicated in its articles of association. we must be governed as to the purposes of the association by the 15 form adopted by its organization and the purposes declared in its articles of association. without finding it to be a fact. That it did effect its organization under the Civil Code in force in these Islands. It will be seen from this provision that whether or not partnerships shall adopt the forms provided for by the Civil or Commercial Codes is left entirely to their discretion. Fourth.

1934. 108 Phil 947 (1960) 16 GEORGE LITTON vs. Robert Hill and the Visayan Surety & Insurance Corporation. Intra-Partnership Relation Art 1771. Issue: WON the sale was entered individually with the plaintiff. it is an admitted fact by Robert Hill when he testified at the trial that he and Ceron. the partnership between Hill and Ceron was in existence. HILL & CERON. the order of the Bureau of Commerce also prohibits brokers from buying and selling shares on their own account as was opposed by the respondents being engaged in brokerage in general. had the same power to buy and sell. Unable to collect the balance either from Hill & Ceron or from its surety. 67 Phil 509 (1939) Goquiolay vs Sycip. the dissolution of a commercial association shall not cause any prejudice to third parties until it has been recorded in the commercial registry. that on the date of the transaction. Under article 226 of the Code of Commerce. a certain number of mining claims who was not able to pay the whole amount. 5. the plaintiff sold and delivered to Carlos Ceron. The stipulation in the articles of partnership that any of the two managing partners may contract and sign in the name of the partnership with the consent of the other. L-45624 April 25. 184 Liton vs Hill & Ceron. undoubtedly creates an obligation between the two partners. plaintiff filed a complaint against said defendants for the recovery of the said balance. This obligation of course is . Dealings with third parties. Registration A. 2. that in said partnership Hill as well as Ceron made the transaction as partners in equal parts. 1772 B. On February 14. Aside from this. 1939 *same case also included under topic “Every partner has a right to manage” Facts: 1. The court after trial. the latter affirmed the decision of the lower court. one of the managing partners of Hill & Ceron. In view of certain regulations of the Code of Commerce. the transaction made by Ceron with the plaintiff is understood in law as effected by Hill & Ceron and binding upon it hence.Art 1815. which consists in asking the other's consent before contracting for the partnership. On appeal to the Court of Appeals. liable jointly and severally. having reached the conclusion that Ceron did not intend to represent and did not act for the firm Hill & Ceron in the transaction involved in this litigation.R. ET AL* G. ordered Carlos Ceron personally to pay the amount claimed and absolved the partnership Hill & Ceron. during the partnership. Held: No. No. In the first place. 1818. and it was neither published in the newspapers nor stated in the commercial registry that the partnership Hill & Ceron had been dissolved.

. Goquiolay as co- partner. SYCIP. The agreement lodge upon Tan Sin An the sole management of the partnership affairs and Antonio C. The two separate obligations were consolidated in an instrument executed by the partnership and Tan Sin An. that one of the partners did not consent to his copartner entering into a contract with a third person. and four .R. and that the law has been obeyed. A third person may and has a right to presume that the partner with whom he contracts has. L-11840 July 26. in the ordinary and natural course of business. unless the contrary is shown. On June 1942. The third person would naturally not presume that the partner with whom he enters into the transaction is violating the articles of partnership but. entered into a general commercial partnership under the partnership name "Tan Sin An and Antonio C. is acting in accordance therewith. the aforesaid presumption with all its force and legal effects should be taken into account. 1960 *same case also included under topic “Every partner has a right to manage” Facts: On May 1940. and that the latter with knowledge thereof entered into said contract. Tan Sin An died. Goquiolay". the consent of his copartner. and he assumed payment of a mortgage debt. Another 46 parcels were purchased by Tan Sin An in his individual capacity. on the contrary. The downpayment and the amortization were advanced by Yutivo and Co. namely. leaving as surviving heirs his widow. And this finds support in the legal 17 presumption that the ordinary course of business has been followed. thus avoiding fraud and deceit to which he may easily fall a victim without this protection which the Code of Commerce wisely provides. GOQUIOLAY and THE PARTNERSHIP "TAN SIN AN and ANTONIO C. the remaining balance of their unpaid accounts. jointly and severally. for the account of the purchasers. for otherwise he would not enter into the contract. The reason or purpose behind these legal provisions is no other than to protect a third person who contracts with one of the managing partners of the partnership. ANTONIO C. Goquiolay. whereby the lots were mortgaged in favor of the "Banco Hipotecario de Filipinas" (as successor to "La Urbana") and the covenantors bound themselves to pay. for the purpose of dealing in real state. ET AL* G. Kong Chai Pin (appointed administratrix of the intestate estate of her deceased husband). Wherefore. Tan Sin An and Antonio C. The plaintiff partnership purchased 3 parcels of land assuming the payment of a mortgage obligation payable to "La Urbana" for a period of ten (10) years. No. Neither is it necessary for the third person to ascertain if the managing partner with whom he contracts has previously obtained the consent of the other. WASHINGTON Z. GOQUIOLAY vs.not imposed upon a third person who contracts with the partnership.

Its knowledge is enough that it is contracting with the partnership which is represented by one of the managing partners." On March 1949. Yutivo Sons Hardware Co. Strangers dealing with a partnership have the right to assume. Learning about the sale to Sycip and Lee. and their subsequent conveyance in favor of Insular Development Co. In the meantime. repeated demands for payment were made by the Banco Hipotecario on the partnership and on Tan Sin An. Lee. Kong Chai Pin filed a petition with the probate court for authority to sell all the 49 parcels of land to Washington Z. . In March 1944. for the annulment of the sale in favor of Washington Sycip and Betty Lee. "There is a general presumption that each individual partner is an agent for the firm . Thereafter. Inc. in so far as the three (3) lots owned by the plaintiff partnership are concerned. in lieu of the late Tan Sin An. paid the remaining balance of the mortgage debt. for the purpose preliminary of settling the aforesaid debts of Tan Sin An and the partnership. the surviving partner Antonio Goquiolay filed a petition in the intestate proceedings seeking to set aside the order of the probate court approving the sale in so far as his interest over the parcels of land sold was concerned. Third persons. And so. Sycip and Betty Y. specially those partners acting with ostensible authority. as alleged obligations of the 18 partnership "Tan Sin An and Antonio C. Then in 1946. hence the instant direct appeal. new pleadings were filed. and Sing Yee and Cuan Co. upon request of defendant Yutivo Sans Hardware Co. we held in one case: . are not bound in entering into a contract with any of the two partners. Inc. Inc. a deed of transfer covering the said parcels of land by virtue of the executed deed of sale pursuant to the probate court’s order. like the plaintiff. Inc.. to ascertain whether or not this partner with whom the transaction is made has the consent of the other partner... Goquiolay" and Tan Sin An. Co. The second amended complaint in the case at bar prays. The public need not make inquiries as to the agreements had between the partners. in the absence of restrictive clauses in the co-partnership agreement. interest and taxes paid in amortizing and discharging their obligations to "La Urbana" and the "Banco Hipotecario. . Ruling: No. for advances.. Issue: WON the consent of the other partners was necessary to perfect the sale of the partnership properties to Washington Sycip and Betty Lee.. the complaint was dismissed by the lower court. among other things. the defendant Sing Yee and Cuan. and the mortgage was cancelled.. then subsequently the orders of the probate court complained of was set aside and the case was remanded due to the non-inclusion of indispensable parties.. filed their claims in the intestate proceedings of Tan Sin An.minor children. that every general partner has power to bind the partnership. The probate court annulled the sale executed by the administratrix with respect to the 60% interest of Antonio Goquiolay over the properties sold. The answer averred the validity of the sale by Kong Chai Pin as successor partner. Defendants Sycip and Betty Lee then executed in favor of the Insular Development Co. After hearing.

xxx the widow. 1695 thereof: Should no agreement have been made with respect to the form of management. 67 Phil. 6." [Le Roy vs." [Mills vs. however. 2 Phil 561 (1903) Singson vs Isabela Sawmill 88 Scra 623 (1979) . Riggle. premised as it is upon trust and confidence.. While the Articles of Co- Partnership and the power of attorney executed by Antonio Goquiolay. 391] (George Litton vs.S. and whatever any one of the may do individually shall bind the partnership. did not succeed her husband. . was a mere personal right that terminated upon Tan's demise. 513-514). this effect follows from the continuance of the heirs in the partnership. 112 Pac. such power. 7 U. the heirs of the deceased. Ed.and that he has authority to bind the firm in carrying on the partnership transactions. by never repudiating or refusing to be bound under the said provision in the articles. 19 Although the partnership under consideration is a commercial partnership and. Value of Form and Registration Thunga Chui vs Que Bentec.. upon the latter's death. became individual partners with Antonio Goquiolay upon Tan's demise. Johnson. as such. Law. they became no more than limited partners and. 617] "The presumption is sufficient to permit third persons to hold the firm liable on transactions entered into by one of the members of the firm acting apparently in its behalf and within the scope of his authority.. consonant with the articles of co-partnership providing for the continuation of the firm notwithstanding the death of one of the partners. by her affirmative actions. who. Upon the other hand.. conferred upon Tan Sin An the exclusive management of the business. were disqualified from the management of the business under Article 148 of the Code of Commerce. but each one may oppose any act of the others before it has become legally binding. . it was not so with respect to the widow Kong Chai Pin.. therefore. Hill & Ceron.. All the partners shall be considered agents.. manifested her intent to be bound by the partnership agreement not only as a limited but as a general partner. Kong Chai Pin. in the sole management of the partnership.. the provisions of the old Civil Code may give us some light on the right of one partner to bind the partnership. Tan Sin An. that since the "new" members' liability in the partnership was limited merely to the value of the share or estate left by the deceased Tan Sin An. States Art. et al. Appellants argue. Although ordinarily. to be governed by the Code of Commerce. the following rules shall be observed: 1.

RIGHTS AND POWERS OF PARTNERS ART 1810 Rights of Partners 1. It may be presumed that S acted in good faith. the partnership is not terminated but continues until the winding up of the business. General Rule on Partnership Management Art 1818: Doctrine of Apparent Authority Munasque vs Court of Appeals. & Co. 1823 B. S withdrew from the partnership and after dissolution. Where one of the 2 innocent persons must suffer. L and T continued the business still under the name Isabela Sawmill.G. Issue: Whether or not Isabela Sawmill ceased to be a partnership and that creditors could no longer demand payment. that person who gave occasion for the damages to be caused must bear the consequences. III. 1821. 1881 (1941) Goquiolay vs Sycip 108 Phil 947 (1960) Art 1820. Transactions NOT in the Ordinary Course of Partnership Business Art 1818 Goquiolay vs Sycip ibid. 1822. The appellee and the public had a right to expect that whatever credit they extended to L and T doing business in the name of Isabela Sawmill could be enforced against the properties of said partnership. 139 Scra 533 (1985) Council of Red Men vs Veterans Army 7 Phil 685 (1907) Litton vs Hill & Ceron 67 Phil 509 (1935) Smith. SINGSON v. The judicial foreclosure of the chattel mortgage executed in favor of S did not relieve her from liability to the creditors of the partnership. Right to Manage the Partnership A. the appellees also acted in good faith in extending credit to the partnership. Bell. The partnership is indebted to various creditors and that Sheriff sold the assets of Isabela Sawmill to S and was subsequently sold to a 20 separate company. Ruling: On dissolution. ISABELA SAWMILL Facts: Isabela Sawmill was formed by partners Saldajeno. Lon and Timoteo. vs Aznar 40 O. It does not appear that the withdrawal of S from the partnership was published in the newspapers. .

Partner’s Right to Specific Partnership Property Art 1811 CAtlan vs Gatchalian 105 Phil 270 (1959) 5. 1819 i. Power over Real Properties of the Partnership – Art 1774. 66 Scra 425 (1975) 9. 1767. 1814. Right to Participate in Profits. 169 Scra 746 (1989) Hanlon vs Haussermann and Beam. 1799 6. 1769. Profits vs Surplus ii.Art 1813. Bell vs Aznar 40 O. 1798.Art 1807. 6 Phil 100 (1906) Tai Tong Chuache vs Insurance Commission. Specific Modification on the Power of Management Art 1800 Smith. the Obligation to Participate in losses Art 1797. 1770. 40 Phil 796 (1920) Lim Tanhu vs Ramolete. Where title is in the name of all of the Partners 4. Right to Demand Accounting. Equity Rights of Partners Art 1812 i. Right to Dissolve Partnership Rojas vs Maglana. 158 Scra 366 (1988) 21 Teague vs Martin 54 Phil 504 (1929) Art 1801 Art 1802 2. C. 1881 (1941) Garcia Ron vs La Compania 12 Phil 130 (1908) Martinez vs Cordoba & Conde 5 Phil 545 (1906) Fortis vs Gutierrez Hermanos. Right to Inspect Art 1805 7. Where title is not in the Partnership Name iii.G. Where title is in the Partnership Name ii. 1809 Fue Leung vs IAC. Power of Alteration – Art 1803 (2) 3. 192 Scra 110 (1990) REalubit v. Assignability of Partner’s Equity Right. Where title is in the Name of One or More but not All the Partners iv. 1827 Goquiolay vs Sycip 108Phil 947 (1960) iii. Jaso GR 178782 (Sep 21 2011) . Right to Demand True and Full Information Art 1806 8.

Art 1773. Obligations TO the Partners A. Remedies When there is Default in Obligation to Contribute Sancho vs Lizarraga.Art 1818 IV. Amounts disbursed for and in Behalf of the Partnership. Liability Arising from the Acts of the Agent. Contracts Entered into for and In behalf of the Partnership. Contribution of Service or Industry: The Industrial Partner Art 1797 F. Art 1829(4) C. Fiduciary Duties of Partners Hanlon vs Haussermann. Doctrine of Unlimited Liability Art 1816 2. 55 Phil 601 (1931) Art 1786. Contribution is Goods. 1788 H. Liability Arising from the Firm Name. 1772 E.Art 1797 C. Duties and Obligations of Partners 1.In General – Art 1795. Keeping of the Books.Art 1787 D.Art 1805 22 2. 40 Phil 796 (1920) . 133 Scra 88 (1986) Sancho vs Lizarraga. Art 1790 Uy vs Puzon.Art 1796 B. Obligation To Contribute to the Common Fund Art 1786 Art 1826 Why is it then necessary for Partnership Law to declare expressly that a partner is a debtor of the partnership for whatever he may have promised to contribute thereto? Art 1788. When Promised Contribution is Property. When Promised Contribution is a Sum of Money. Obligation for “Additional Contribution” Art 1791 G. 1771. 79 Scra 598 (1977) Moran vs Court of Appeals. 107 Phil 728 (1960) A. Contribution is Real Property. Obligations to Third Persons A. 55 Phil 601 (1930) Lozana vs Depakakibo.Art 1788 B.Obligations of the Partnership 1. Personal Obligations for Partnership Debts.Art 1815 B.

105 Phil 1270 (1959) D.Art 1789. AND TERMINATION OF THE PARTNERSHIP A. Obligation of Subsequently Admitted Partners. “Winding Up of Partnership Affairs” B. 1825 V. Duty of Diligence – Art 1794. Causes of Dissolution. 67 Phil 646 (1939) C. Obligations of Non-partners: Art 1815.Art 1789 23 Evangelista vs Abad Santos 51 Scra 416 (1973) E.Art 1826 4. 1808 B. Specific Fiduciary Duties of Industrial Partner. Legal Effects of Dissolution 1. Introduction and Definition of Terms 1. Duty to Account – Art 1806.Art 1832 3. Duty of Loyalty. 1793 Catalan vs Gatchalian. Lim Tanhu vs Remolete.Art 1828.Art 1830 . 88 Scra 623 (1979) Tocao vs Court of Appeals 342 Scra 20 (2000) 4. Effects on Determining Liability of Partners for Damages to one Another Soncuya vs De Luna. 1829 Idos vs CA. WINDING-UP. 66 Scra 425 (1975) A. Dissolution. Effect on the Partnership Contract and Juridical Personality Republic vs TAncinco. Effect on the Partnership Business Enterprise. Specific Fiduciary Duties of Capitalist Partners. Art 1800 C. Effect on Contracts Entered into with third parties Singson vs Isabela Sawmill. DISSOLUTION. 296 Scra 194 (1998) 2. 349 Scra 386 (2002) Alhambra Cigar vs SEC 24 Scra 269 (1968) PNB vs CFI Pasig 209 Scra 294 (1992) Art 1832 2.Art 1808 3.

e.Art 1835 3. Liabilities incurred pursuant to winding-up proceedings Art 1832 Art 1834 ii. Effected by the Will of Any Partner Art 1830 Tocao vs Couty of Appeals 342 Scra 20 (2000) iii. Causes which Legally Dissolve IPSO JURE withOUT need of Court Decree: i. 1. Dissolution Effected in Contravention of the Partnership Agreement. except in Contravention of the Partnership Agreement. General Rule on Existing Partnership Liabilities. Effects of Dissolution on Partnership Liabilities Existing or Accrued at that Time 1. Dissolution Effected Without Violation of The Partnership Agreement Art 1830 24 ii. Dissolution Caused by force majeure or outside the will of the Partners Fernandez vs dela Rosa. Liabilities incurred Constituting “New Business” during winding- up process . Effects of Dissolution Among the Partners Inter se 1.Art 1835 2. When Dissolution is Caused by the Bona Fide Expulsion of A Partner- Art 1837 3. Discharge of a Partner from Existing Partnership Liabilities.ART 1837 2. by judicial decree) – Art 1838 E. Dissolution by Court Decree. When Dissolution is Caused by the Rescission of the Partnership Agreement because of fraud or misrepresentation (i. 1 Phil 671 (1902) 2. Effect of Dissolution on Partnership Liabilities Contracted After Dissolution i. When Dissolution is Caused in Contravention of the Partnership Agreement – Art 1837 4.ART 1831 Rojas vs Maglana 192 Scra 110 (1990) D. When Dissolution is Caused in Any way.

When Dissolution is by the act. 406 Scra 145 (2003) Martinez vs Ong Pong Co.Art 1825 F. What constitutes partnership property? ii. Priority rules between partners’ creditors and partnership creditors ART 1829 (8) c. Enforcing contributions from Partners to Cover Partnership debts b. Who has the Authority to Wind-up? Art 1836 2. Disposition of Liabilities when partnership business continued Art 1840 Singson vs Isabela Sawmill. Priority Rules When Partner is Insolvent iii. Rules and Procedures for Winding-up and Liquidation of Partnership affairs ART 1839 i. As to Third Party Creditors Art 1834 C1. What are the Priority Rules Against Partnership Property? a. CONTINUANCE OF PARTNERSHIP BUSINESS INSTEAD OF WINDING-UP 1.Art 1834 C2. insolvency. When Creditors not deemed to be in good faith. or death of a partner Art 1832. 88 SCRA 623 (1979) . or death of a partner Art 1833 b. Particular Rule of Limited Liability. 1833 25 c. insolvency. 14 Phil 726 (1910) Uy vs Puzon. Partnership by Estoppel. When Dissolution is NOT by the act. WINDING-UP of PARTNERSHIP AFFAIRS 1. Partner may demand Share in Net assets only after liquidation and settlement of claims of partnership creditors Villareal vs Ramirez. 79 Scra 598 (1977) G. Who may continue Partnership business and obligations assumed? ART 1837 2.art 1834 C3. Art 1832 a.

45 Phil 142 (1923). Contributions to the Limited Partnership. GENERAL PARTNER i. 1865 ii. When Certificate Cancelled or Amended i.Art 1847 iii. 3. Rights and Powers of General Partners in a Limited Partnership- Art 1850 iii. 1837 (2) H.Art 1864 iii. 1789 2. Disposition of Liabilities when Dissolution is caused by Retirement or Death of a partner. Name of Limited Partnership Art 1844.Art 1846. REGISTRATION 1. False Statement in the SEC Certificate. Erroneous but in good faith limited partner.Art 1852 . LIMITED PARTNER i. When Certificate Amended. Essence of the Medium of Limited Partnership ART 1843 2. Who is a limited partner? Art 1844. Procedure to Amend Certificate. Sign and swear to a certificate of LTd Partnership ii. LIMITED PARTNERSHIPS A.ART 1841. 1846 ii.Art 1865 B. 1840. 169 SCRA 746 (1989) 26 VI. Who is a general partner in a limited partnership? Art 1844 ii. Requirements for the Formation of a Limited Partnership Art 1844 i. 1844(1) 3. 1845. 1846 iv.Art 1850. a. NATURE. When Certificate Cancelled. FORM. PARTNER’S RIGHT TO DEMAND AN ACCOUNTING Art 1842 Feu Leung vs IAC.Art 1864. File Certificate with SEC ART 1846 Jo Chung Cang vs Pacific Commercial. THE GENERAL AND LIMITED PARTNERS 1. Duties and Obligations of General Partner.

Right to have the partnership books kept at the principal place of business of the partnership. and a formal account of partnership affairs whenever circumstances render it just and reasonable.Art 1843 and 1848 b. 1857 v. and at a reasonable hour to inspect and copy any of them. 1862 2. Settling of Accounts Art 1863 .Art 1851(1) f. Fiduciary Duties of Limited Partners Art 1866 C. Right to the Return of his Contribution.Art 1859 *heirs of deceased general partner succeed generally as limited partners e.Art 1845. 1861. Right to assign his equity interest. Right to Limited Liability. DISSOLUTION and Winding-up of Limited Partnership 1.Art 1858 d.Art 1851 (2). Causes of Dissolution Art 1860. Obligations of Limited Partners a. Right to have the dissolution and winding-up by decree of court – Art 1851(3). On Additional contributions.Art 1851 c. On returned contributions. iii. ON original contributions to the partnership.Art 1858 vi. 1854 g. When Limited and General Partner at the Same Time – Art 1853 iv. Liable as trustee of Partnership. Right to receive his share in the profits and compensation by 27 way of income – Art 1851 d. Rights and Powers of Limited Partner a. 1858 b. Right to have on Demand true and full information of things affecting the partnership.AGENCY - . END OF PARTNERSHIP LECTURE.Art 1844 (1)(g) c. PART II.