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m To contribute at the beginning of the partnership or at the stipulated time the money, property or industry he had promised. (1786) ²
 " # 
  akes partners liable for partnership debts)
-m  "# $ %    & c
-m Cannot be disposed of without the consent of the other partners
m To answer for eviction in case the partnership is deprived of the determinate property contributed (1786)
m To answer to the partnership for the fruits of the property the contribution of which he delayed from the date they should have been
contributed up to the time of actual delivery (1786)
m To preserve said property with the diligence of a good father of a family pending delivery to the partnership (1786)
m To indemnify the partnership for any damage caused to it by the retention of the same or by the delay in its contribution. (1786)
m To contribute on the date due the amount he has undertaken to contribute (1788)
m To reimburse any amount he may have taken from the partnership coffers and converted to his own use (1788)
m To pay the agreed or legal interest, if he fails to pay his contribution on time or in case he takes any amount from the common fund and
converts it to his own use (1788)
m To indemnify the partnership for damages caused to it by the delay in the contribution or for the conversion of any sum for his personal
benefit. (1788)
m To contribute equal shares to the capital of the partnership (1790)
m To contribute an additional share to save the venture (1791)
-m in case of imminent loss of the business
-m no agreement to it
-m majority of partners believe it will save business
-m If he doesn·t, he has to sell his interest to the other partners.
-m Industrial partner exempted.
m To collect debt (1792) ² "£#  ##
-m when there exists at least 2 debts one where the collecting partner is creditor and the other where the partnership is creditor
-m both debts are demandable.
-m Partner should be authorized to manage and actually manages the partnership.
m To bring to the partnership capital what he received, in whole or in part his share of the partnership credit (equity ² share losses) (1793) ²
"£#  ##
-m Partners have not collected their shares
-m Partnership debtor has become insolvent
m To suffer damages because of his fault. (1794) ² "£#  "

-m This cannot be offset by the profits or benefits, which he may have earned for the partnership by his industry. (equity)
m To assume risk over specific and determinate things contributed to partnership after it has been delivered actually or constructively. (1795)
-m Not fungible * Partner who owns them
-m ˜ungible/Can·t be kept without deteriorating/contributed to be sold * Partnership
-m Things brought and appraised in inventory * Partnership
-m ºeterminate things promised to be contributed prior to delivery * Partner who before actual delivery owned it.
m To distribute profits according to agreement. Without any agreement, to distribute in proportion to his capital contribution. (1797) ²  

-m Industrial partner shall receive share, which must be satisfied first before capital partners divide.
m To distribute losses according to agreement. Without any agreement, share is in accordance with profit-sharing ratio. If no profit-sharing
stipulated, in proportion to capital contributions. (1797) -   cc 

-m IPs = not liable for losses

-m If partners have entrusted to 3P the designation of profits and losses (ONLY BY COMMON CONSENT) (1798)
÷m enerally binding unless manifestly inequitable.
÷m Even then, a partner who has begun to execute the decision of the EP OR who fails to impugn the same within 3 months from time he
had knowledge of it CAN NO LONER COMPLAIN.
m To render true and full information of all things affecting the partnership / voluntary disclosure (1806) ² "£#  £
" £ 

-m REMEºY: Recovering profits derived by a partner from partnership affairs or Judicial dissolution
m To account to the partnership for any benefit and hold as trustee for it any profits derived by him without the consent of the others from any
transaction (formation, conduct, liquidation, use of property) (1807) ² "£#  £
 '   " 
" £

m Ëc c
( To not engage for his own account any operation which is the same as or similar to the business in which the
partnership is engaged/competitive with said business. (1808)

"£ c
m To devote his time towards fulfilling the nature of the service he has contracted himself to contribute
m To not engage in any kind of business unless partnership expressly permits him to do so
-m UPON BREACH O˜ ºUTY: Capitalist partner may exclude him from the firm or avail of the benefits which the IP may have obtained in violation of
such duty BOTH with RIHT O˜ ºAMAES.

c. c
# )$ % %//  01 - )*,2-
 3 not personally liable as long as he is not in fault and w/in scope of authority. But he doesn·t have any right of retention
if he is not indemnified/reimbursed
m To refund amounts disbursed by the partner in behalf of the partnership plust interest from time expenses made
m To answer for obligations the partner may have contracted in good faith in the interest of the partnership business
m To answer for risks in consequence of its management



m To execute all acts of administration notwithstanding the opposition of the other partners. (1800) ² "£#  "

-m Revocable only upon just and lawful cause/vote of the partners representing the controlling interest.
m To let each one may separately perform acts of administration. If 1 or more of the managing partners shall oppose the acts of the others,
decision of the majority of the managing partners shall prevail. If tie, matter be decided by vote of partners owning controlling interest. (1801)
-m There are two or more managers
-m No specification of their duties
-m No stipulation that one of them shall not act without the consent of all the others.
m To get the unanimous consent of al the managing partners if they want to stipulate that none of the MP shall act without the consent of the
others. (1802)
-m EXCEPT: Imminent danger of grave or irreparable injury to the partnership
m To follow the $  50 / 5  %  $ %  0%    06 / & )1803)
-m To consider all partners as managers and agents.
÷m Whatever one may do will bind the partnership.
÷m If opposed, decide by majority. If tied, vote of partners with controlling interest.
-m To obtain unanimous consent (need not be express) whenever any material alteration is made in the immovable property of the partnership even
if useful.
÷m If refusal will be prejudicial, court intervention may be sought.

m Right to associate another person with him in his share (agreement). (1804)
-m £c
c* Partnership formed between a member of a partnership and a 3P for a division of the profits coming to him from the
partnership enterprise; partnership within a partnership and is distinct and separate from the main or principal partnership.
-m Needs the mutual assent of all the parties for the subpartner to become a member of the partnership even if they know about any agreement.
m Right to free access partnership books at the principal place of business at reasonable time (1805) ²   
-m Inspection can be restrained and not absolute
m Right to have a formal accounting of the partnership affairs under such circumstances: (1809) ²   " 
" £

-m If he is wrongfully excluded from the partnership business/possession of its property by his co-partners
-m Right exists under the terms of the agreement
-m ºuty brought about by fiduciary relations such as secret profits from the partnership to carry out business for private advantage
-m Other circumstances rendering it just and reasonable.

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m 0  1$1     )+8-
m     )+8-
m 0   1   %  0% )+8-
ùm Each of the property rights here are treated separately ² ºIVISIBLE and capable of being transacted separately
m Ëc
( Right to reimbursement for amounts advanced to partnership and to indemnification for risks in consequence
of management (1796)
m Equal right to possess specific partnership property for partnership purposes (1811) ² c
 :; c
-m If 1 uses the property for his own benefit, he must account to the others.
-m Partner wrongfully excluded from possession of partnership property has a right to formal accounting (1809) or even judicial dissolution.
-m Absence of any agreement, each has dominion over the entire partnership property. Possession of partnership property by 1 partner is the
possession of all until his possession becomes adverse.
-m Not subject to legal support since the property belongs to the partnership and not the partners. But their interest in the partnership is.
-m Merely an extension of his right to participate in the management of the partnership affairs, and bears no proprietary title to himself personally
apart from pursuing the partnership affairs.
-m : 
£     £ $  1     < 5  "
  5 $/  5  %  0 6 1     % $   $ $    >/
-m 0 
÷m Partner can·t separately assign his right to specific partnership property but all of them can assign their rights in the same
÷m Each partner having a beneficial interest in the partnership property considered as a whole, has a beneficial interest in each part.
-m 0  "    $ 5  %  $   6   >   6 (1811)
÷m No partnership property or any specific/aliquot part can be considered the separate or individual property of any partner.
÷m Whole of partnership property belongs to the partnership considered as a juridical person and a partner has no interest in it but his
share of what remains after all partnership debts are paid.
÷m c c
c cc* not subject to attachment, execution, garnishment or injunction WITHOUT THE CONSENT O˜ ALL
except on a claim against the partnership.
÷m Partners can·t claim any right under the homestead or exemption laws when it is attached for partnership debts.
÷m Partner·s interest in the partnership itself may be levied upon by a judgment creditor because it is actually his property by means of
ùm c
* consists of his share in the undistributed profits excess of returns over expenditure/net inco e of the
partnership) during the life of the partnership as a going concern and his share in the undistributed surplus assets of the
partnership after debts and liabilities are paid and settled and the rights of the partners a ong the selves are adjusted/excess
of assets over liabilities) after its dissolution 1812) ² ?£# 
m Right to 0  
partnership to any of his co-partners or to a 3P irrespective of the consent of the other partners in the absence of agreement to the
contrary. 1813)
. !  &
÷m To interfere in the management
÷m To require any information or account
÷m To inspect any of the partnership books

÷m To receive in accordance with his contract the profits accruing to the assigning partner
÷m To avail himself of the usual remedies provided by law in the event of fraud in the management
÷m To receive the assignor·s interest in case of dissolution
÷m To require an account of partnership affairs, but only in case the partnership is dissolved and such account shall cover the period
from the date only of the alst account agreed by all partners.

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m Application for a charging order after securing judgment on his credit (1814)
-m Separate creditor of a partner can·t attach or levy upon specific partnership property for the satisfaction of his credit because partnership
assets are reserved for partnership creditors.
-m However he can secure a judgment on his credit and then apply to the court a charging order subjecting the interest of the debtor-partner in the
partnership with the payment of the unsatisfied amount of such judgment with interest with the least interference with the partnership business
and the other partner·s rights.
÷m Interest of the debtor-partner so charged may be redeemed or purchased with the separate property of any one or more of the
partners or with partnership property BUT with the CONSENT of all the partners whose interests are not so charged or sold.
-m By virtue of such order, any amount or portion thereof which the partnership would otherwise pay to the debtor-partner should instead by given
to the judgment creditor.
-m Allows the partners or the partnership itself to either redeem or to purchase the equity executed without thereby causing a dissolution of
-m  "# !
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& attachment or execution of a partner·s equity rights in a partnership

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m To establish a firm name under which it shall operate. (1815)
m ËA
" £"# #   c
" c
c(To be liable pro rata based on the nu ber of partners)with all
their property and after all the partnership assets. 1816)
ùm c
c #² liable to 3P who have dealt with one of them in the same way that a principal is liable to 3P who have
dealt with an agent.
"!"£ # 3 Partner may assume a separate undertaking in his name with a 3P to perform a partnership
contract/make himself solidarily liable on a partnership contract. He becomes personally bound by his contract even if
partnership derives benefits from it.
-m Any stipulation against this is VOIº and of no effect insofar as it affects the rights of 3P. But it remains valid and enforceable only as among the
partners. (1817)
ùm c
c  ££ 
#)++- *When a partner performs an act within the scope of his actual, implied or apparent
authority, he is not only a principal as to himself but is also for all purposes an agent as to his co-partners or to the partnership,
considered as a group.
ùm "
 £# )++- *Presumption for every partner to act for and thereby bind the partnership in all
that is apparently for the carrying on of the business of the partnership in the usual way.
-m " c
÷m Have the right to assume that every general partner has power to bind the partnership by whatever is propert for the transaction in
the ordinary and usual manner of the business of the partnership.
÷m Are not bound to ascertain WON the partner with whom the transaction is made has the consent of the other partners. His
knowledge is enough that he is contracting with a partner.
÷m Should not assume that a partner has UNLIMITEº AUTHORITY.
-m When a 3P deals with a partner who has no express, implied or apparent authority, the partnership is not liable for his
acts unless the other partners ratify his acts or are estopped from asserting the partner·s lack of authority.
m Ëc
c ( To be liable for acts of the partner apparently carrying on in the usual way the business of the partnership (ONLY
ACTS O˜ AºMIN) (1818)
-m EXCEPT when partner has no authority and the 3P knows that the partner has no authority.
m Ëc
c ( To be liable for acts of strict dominion (not in the ordinary course of business) UNLESS authorized by ALL the
partners or they have abandoned the business. (1818)
-m These acts constitute limitations to the authority to bind partnership: )
# £  £
÷m Assign the partnership property in trust for creditors or on the assignee·s promise to pay debts of the partnership
÷m ºispose of the goodwill of the business
÷m ºo any other act which would make it impossible to carry on the ordinary business
÷m Confess a judgment
÷m Enter into a compromise concerning a partnership claim or liability
÷m Submit a partnership claim or liability to arbitration
÷m Renounce a claim of the partnership
m Ëc
c ( To be liable for acts in contravention of a restriction on authority. (1818)
-m NOT liable to 3P having actual or presumptive knowledge of the restrictions, WON the acts are for carrying in the usual way of business.

m Ë"# #   c
" c
c( To be liable for the wrongful act or omission or breach of trust of a partner
acting within the scope of the firm·s business or with the authority of his co-partners. (TORTS) (1822)
-m He must be guilty of the TORT
-m Must be acting in the ordinary course of business or with the authority of the co-partners even if unconnected to the business
-m ºoes not extend to criminal liability where the wrongdoing is regarded as individual in character. But if statutory, even criminal liability may be

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m Ë"# #   c
" c
c( To make good the loss where one partner acting within the scope of his
apparent authority receives money or property of a 3P and MISAPPLIEº IT (1823)
m Ë"# #   c
" c
c( To make good the loss where the partnership in the course of its business
receives money or property of a 3P and the money or property so received is MISAPPLIEº by any partner while it is in the custody of the
partnership. (1823)



-m ESTOPPEL: Only time when non-partners become liable for the partner debts and obligations
-m Public is made to believe that one person is a partner of the parnership when in fact he is not.
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c # cc
1.m ºirectly represents himself to anyone as a partner in an existing 1.m If all actual partners consented to the representation
partnership or in a non-existing partnership (with one or more 2.m then the liability of the person who represented himself to be a
persons not actual partners) partner or who consented to such representation and the actual
2.m Indirectly represents himself by consenting to another partners is considered a partnership liability.
representing him as a partner in an existing partnership or in an
non-existing partnership. By his consent or with his knowledge.
›m May be held liable to 3P as if he were a partner: ›m Person becomes an agent of the partnership and his act or
›m But has to prove the misrepresentation and that there was a bona obligation that of the partnership.
fide reliance by him upon it caused him injury.

  $    5 6 %$     $    5 6 %$    
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"  5 1 6   0 6   < 6  
  5 % 6 6 1 6  /1    *c  5 % 6 6 1 6          $ 
-   5 6 %$    * c
1.m No existing partnership 1.m No existing partnership
2.m All those represented as partners consented to the representation 2.m Not all but only some of those represented as partners consented
OR not all of the partners consented to the representation to the representation OR none of the partners consented to such

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