TITLE IX

PARTNERSHIP

CHAPTER 1
General Provisions

Article 1767. By the contract of ________ two or more persons bind themselves to
________ money, property, or ________ to a common ________, with the ________
of ________ the profits among themselves.

Two or more persons may also form a ________ for the exercise of a ________.
(1665a)

Article 1768. The partnership has a ________ ________ separate and ________
from that of each of the partners, even in case of ________ to comply with the
requirements of article 1772, first paragraph. (n)

Article 1769. In determining whether a partnership ________, these rules shall apply:

(1) Except as provided by article 1825, persons who are not partners as to
each other are not partners as to ________ ________;

(2) ________ or ________ does not of itself ________ a partnership, whether

such ________ or ________ do or do not share any profits made by the use
of the property;

(3) The sharing of ________ ________ does not of itself establish a

partnership, whether or not the persons sharing them have a ________ or
common right or interest in any property from which the ________ are derived;

(4) The ________ by a person of a share of the profits of a business is

________ ________ evidence that he is a partner in the business, but no such
________ shall be drawn if such profits were received in payment:

(a) As a debt by ________ or otherwise;

(b) As ________ of an employee or rent to a landlord;

(c) As an ________ to a widow or representative of a deceased

partner;

(d) As interest on a ________, though the amount of payment vary with

the profits of the business;

(e) As the ________ for the sale of a ________ of a business or other

property by installments or otherwise. (n)
Article 1770. A partnership must have a ________ ________ or ________, and must
be established for the common ________ or interest of the partners.

When an ________ partnership is ________ by a ________ ________, the profits

shall be ________ in favor of the State, without prejudice to the provisions of the Penal
Code governing the ________ of the instruments and ________ of a crime. (1666a)

Article 1771. A partnership may be ________ in any form, except where ________
property or ________ rights are contributed thereto, in which case a ________
instrument shall be ________. (1667a)

Article 1772. Every contract of partnership having a ________ of ________ thousand

pesos or more, in money or property, shall ________ in a public instrument, which
must be ________ in the Office of the Securities and Exchange Commission.

________ to comply with the requirements of the preceding paragraph shall not affect
the ________ of the partnership and the members thereof to ________ ________. (n)

Article 1773. A contract of partnership is ________, whenever ________ property is

________ thereto, if an ________ of said property is not made, signed by the parties,
and attached to the ________ instrument. (1668a)

Article 1774. Any ________ property or an interest therein may be ________ in the
partnership name. Title so acquired can be ________ only in the partnership name.
(n)

Article 1775. ________ and ________, whose articles are kept secret among the
members, and wherein any one of the members may contract in his own name with
third persons, shall have no ________ ________, and shall be governed by the
provisions relating to ________. (1669)

Article 1776. As to its ________, a ________ is either ________ or particular.

As regards the ________ of the partners, a partnership may be ________ or limited.

(1671a)

Article 1777. A ________ partnership may refer to all the ________ property or to all
the ________. (1672)

Article 1778. A ________ of all present property is that in which the partners
________ all the property which ________ belongs to them to a ________ fund, with
the ________ of dividing the same among themselves, as well as all the ________
which they may ________ therewith. (1673)

Article 1779. In a ________ partnership of all present property, the property which
belonged to each of the partners at the time of the ________ of the partnership,
becomes the ________ property of all the partners, as well as all the ________ which
they may ________ therewith.
A ________ for the common ________ of any other profits may also be made; but the
property which the partners may acquire subsequently by inheritance, legacy, or
donation cannot be included in such stipulation, except the fruits thereof. (1674a)

Article 1780. A ________ partnership of ________ ________ all that the partners may
acquire by their ________ or work during the ________ of the partnership.

________ or ________ property which each of the ________ may possess at the time
of the ________ of the contract shall continue to pertain ________ to each, only the
________ passing to the partnership. (1675)

Article 1781. Articles of ________ partnership, entered into without ________ of its
________, only constitute a universal ________ of profits. (1676)

Article 1782. Persons who are ________ from giving each other any ________ or
________ cannot enter into universal partnership. (1677)

Article 1783. A particular ________ has for its object ________ things, their use or
________, or a specific undertaking, or the exercise of a ________ or ________.
(1678)

CHAPTER 2
Obligations of the Partners

SECTION 1
Obligations of the Partners Among Themselves

Article 1784. A ________ begins from the moment of the ________ of the contract,
unless it is otherwise stipulated. (1679)

Article 1785. When a partnership for a ________ ________ or particular undertaking

is continued after the termination of such term or ________ undertaking without any
________ agreement, the rights and duties of the partners remain the same as they
were at such ________, so far as is ________ with a partnership at ________.

A ________ of the business by the partners or such of them as ________ acted therein
during the term, without any ________ or ________ of the ________ affairs, is prima
facie evidence of a ________ of the partnership. (n)

Article 1786. Every partner is a ________ of the partnership for whatever he may
have ________ to ________ thereto.

He shall also be ________ for ________ in case of ________ with regard to specific
and ________ things which he may have ________ to the partnership, in the same
cases and in the same manner as the ________ is bound with respect to the vendee.
He shall also be liable for the ________ thereof from the time they should have been
________, without the need of any ________. (1681a)

Article 1787. When the ________ or a part thereof which a partner is ________ to
________ consists of goods, their ________must be made in the manner ________
in the contract of partnership, and in the ________ of stipulation, it shall be made by
________ chosen by the partners, and according to ________ prices, the ________
changes thereof being for ________ of the partnership. (n)

Article 1788. A partner who has ________ to contribute a sum of money and
________ to do so becomes a debtor for the ________ and damages from the time
he should have ________ with his ________.

The same rule ________ to any amount he may have taken from the ________
________, and his ________ shall begin from the time he ________ the amount to his
own use. (1682)

Article 1789. An ________ partner cannot ________ in business for himself, unless
the partnership ________ permits him to do so; and if he should do so, the ________
partners may either ________ him from the ________ or avail themselves of the
________ which he may have ________ in violation of this provision, with a right to
________ in either case. (n)

Article 1790. Unless there is a stipulation to the contrary, the partners shall ________
________ shares to the ________ of the partnership. (n)

Article 1791. If there is no ________ to the contrary, in case of an ________ loss of

the business of the partnership, any partner who ________ to contribute an additional
share to the capital, except an ________ partner, to save the ________, shall be
________ to sell his interest to the other partners. (n)

Article 1792. If a partner ________ to manage collects a ________ sum which was
________ to him in his own name, from a person who owed the partnership another
sum also ________, the sum thus ________ shall be ________ to the two credits in
________ to their amounts, even though he may have given a ________ for his own
credit only; but should he have given it for the ________ of the partnership ________,
the amount shall be ________ applied to the latter.

The provisions of this article are ________ to be without ________ to the right granted
to the other ________ by article 1252, but only if the ________ credit of the partner
should be more ________ to him. (1684)

Article 1793. A partner who has ________, in whole or in part, his share of a ________
________, when the other partners have not ________ theirs, shall be obliged, if the
debtor should thereafter become ________, to bring to the ________ ________ what
he received even though he may have given ________ for his share only. (1685a)

Article 1794. Every partner is ________ to the partnership for ________ suffered by
it through his fault, and he cannot ________ them with the profits and ________ which
he may have ________ for the partnership by his ________. However, the courts may
________ lessen this ________ if through the partner's ________ efforts in other
________ of the partnership, unusual profits have been ________. (1686a)
Article 1795. The risk of ________ and ________ things, which are not ________,
contributed to the ________ so that only their use and ________ may be for the
________ benefit, shall be ________ by the partner who owns them.

If the things contribute are ________, or cannot be kept without ________, or if they
were ________ to be sold, the risk shall be ________ by the partnership. In the
________ of stipulation, the risk of the things brought and ________ in the inventory,
shall also be borne by the ________, and in such case the claim shall be ________ to
the value at which they were ________. (1687)

Article 1796. The partnership shall be ________ to every partner for the amounts he
may have ________ on behalf of the partnership and for the ________ interest, from
the time the ________ are made; it shall also answer to each partner for the obligations
he may have ________ in good faith in the interest of the partnership ________, and
for risks in ________ of its ________. (1688a)

Article 1797. The ________ and ________ shall be distributed in ________ with the
agreement. If only the share of each partner in the ________ has been agreed upon,
the share of each in the losses shall be in the same ________.

In the ________ of stipulation, the share of each partner in the ________ and losses
shall be in ________ to what he may have ________, but the ________ partner shall
not be liable for the losses. As for the profits, the ________ partner shall receive such
share as may be ________ and ________ under the circumstances. If besides his
________ he has contributed capital, he shall also receive a share in the profits in
________ to his capital. (1689a)

Article 1798. If the partners have agreed to ________ to a third person the ________
of the share of each one in the profits and losses, such ________ may be ________
only when it is ________ ________. In no case may a partner who has begun to
execute the decision of the third person, or who has not ________ the same within a
period of ________ months from the time he had ________ thereof, complain of such
________.

The ________ of losses and profits cannot be ________ to one of the partners. (1690)

Article 1799. A ________ which excludes one or more ________ from any share in
the profits or losses is ________. (1691)

Article 1800. The partner who has been ________ ________ in the articles of
partnership may ________ all acts of ________ despite the ________ of his partners,
unless he should act in bad faith; and his ________ is ________ without just or
________ cause. The vote of the partners representing the ________ interest shall be
necessary for such ________ of power.

A ________ granted after the partnership has been ________ may be ________ at
any time. (1692a)

Article 1801. If two or more partners have been ________ with the ________ of the
partnership without ________ of their ________ duties, or without a ________ that
one of them shall not act without the ________ of all the others, each one may
________execute all acts of ________, but if any of them should oppose the acts of
the others, the ________ of the ________ shall prevail. In case of a ________, the
matter shall be decided by the partners ________ the ________ interest. (1693a)

Article 1802. In case it should have been _______ that none of the _______ partners
shall act without the _______ of the others, the _______ of all shall be _______ for
the _______ of the acts, and the _______ or _______ of any one of them cannot be
alleged, unless there is _______ danger of _______ or _______ injury to the
partnership. (1694)

Article 1803. When the manner of _______ has not been agreed upon, the following
rules shall be _______:

(1) All the partners shall be considered _______ and whatever any one of them
may do _______ shall bind the partnership, without _______ to the provisions
of article 1801.

(2) None of the partners may, without the _______ of the others, make any
important _______ in the _______ property of the partnership, even if it may
be _______ to the partnership. But if the _______ of consent by the other
partners is _______ _______ to the interest of the partnership, the court's
_______ may be sought. (1695a)

Article 1804. Every partner may _______ another person with him in his _______, but
the _______ shall not be _______ into the partnership without the _______ of all the
other partners, even if the partner having an _______ should be a _______. (1696)

Article 1805. The partnership _______ shall be kept, subject to any agreement
between the partners, at the _______ place of _______ of the partnership, and every
partner shall at any _______ hour have access to and may _______ and copy any of
them. (n)

Article 1806. Partners shall _______ on _______ true and _______ information of all
things affecting the partnership to any partner or the _______ representative of any
_______ partner or of any partner under legal _______. (n)

Article 1807. Every partner must _______ to the _______ for any benefit, and hold as
_______ for it any _______ derived by him without the _______ of the other partners
from any _______ connected with the _______, _______, or _______ of the
partnership or from any use by him of its property. (n)

Article 1808. The _______ partners cannot engage for their own _______ in any
_______ which is of the kind of _______ in which the partnership is _______, unless
there is a stipulation to the contrary.

Any _______ partner _______ this prohibition shall bring to the _______ funds any
profits _______ to him from his transactions, and shall _______ bear all the losses.
(n)

Article 1809. Any partner shall have the _______ to a _______ _______ as to
partnership affairs:
 (1) If he is _______ excluded from the partnership business or _______ of its
property by his _______;

(2) If the _______ exists under the terms of any agreement;

(3) As provided by article 1807;

(4) Whenever other _______ render it _______ and _______. (n)

SECTION 2
Property Rights of a Partner

Article 1810. The _______ rights of a partner are:

(1) His rights in _______ partnership property;

(2) His _______ in the partnership; and

(3) His right to _______ in the _______ (n)

Article 1811. A partner is _______ with his partners of _______ partnership property.

The _______ of this _______ are such that:

(1) A _______, subject to the provisions of this Title and to any _______
between the partners, has an _______ right with his partners to possess
specific _______ property for partnership _______; but he has no right to
possess such property for any other purpose without the _______ of his
partners;

(2) A partner's right in _______ partnership property is not _______ except in

_______ with the assignment of rights of all the partners in the same property;

(3) A partner's right in _______ partnership property is not subject to _______

or _______, except on a claim against the partnership. When partnership
property is _______ for a partnership _______ the partners, or any of them, or
the _______ of a deceased partner, cannot claim any right under the _______
or exemption laws;

(4) A partner's _______ in specific partnership property is not subject to

_______ _______ under article 291. (n)

Article 1812. A partner's interest in the partnership is his _______ of the _______ and
_______. (n)

Article 1813. A _______ by a partner of his _______ interest in the partnership does
not of itself _______ the partnership, or, as against the other partners in the _______
of agreement, entitle the _______, during the _______ of the partnership, to interfere
in the management or _______ of the partnership business or affairs, or to require any
_______ or account of partnership transactions, or to _______ the partnership books;
but it merely _______ the assignee to receive in accordance with his contract the
_______ to which the _______ partner would otherwise be entitled. However, in case
of _______ in the management of the partnership, the assignee may avail himself of
the _______ _______.

In case of a _______ of the partnership, the assignee is entitled to _______ his

_______ interest and may require an account from the date only of the _______
account agreed to by _______ the partners. (n)

Article 1814. Without _______ to the _______ rights of partnership _______ under
article 1827, on due _______ to a _______ court by any judgment creditor of a partner,
the court which entered the judgment, or any other _______, may charge the interest
of the _______ partner with payment of the _______ amount of such judgment debt
with interest thereon; and may then or later _______ a _______ of his share of the
profits, and of any other _______ due or to fall due to him in respect of the partnership,
and make all other _______, _______, _______ and _______ which the debtor partner
might have made, or which the _______ of the case may require.

The interest charged may be _______ at any time before _______, or in case of a sale
being directed by the court, may be _______ without thereby causing a _______:

(1) With _______ property, by any _______ or _______ of the partners; or

(2) With _______ property, by any _______ or _______ of the partners with
the _______ of all the partners whose interests are not so _______ or
_______.

Nothing in this Title shall be held to _______ a partner of his right, if any, under the
_______ laws, as regards his _______ in the partnership. (n)

SECTION 3
Obligations of the Partners with Regard to Third Persons

Article 1815. Every partnership shall _______ under a _______ name, which may or
may not include the _______ of _______ or _______ of the partners.

Those who, not being _______ of the partnership, include their _______ in the
_______ name, shall be subject to the _______ of a partner. (n)

Article 1816. All partners, including _______ ones, shall be liable _______ _______
with all their property and after all the partnership _______ have been _______, for
the contracts which may be entered into in the name and for the _______ of the
partnership, under its _______ and by a person _______ to act for the partnership.
However, any partner may enter into a _______ _______ to perform a partnership
contract. (n)
Article 1817. Any stipulation against the _______ laid down in the preceding article
shall be _______, except as among the partners. (n)

Article 1818. Every partner is an _______ of the partnership for the _______ of its
business, and the _______ of every partner, including the _______ in the partnership
name of any _______, for apparently carrying on in the usual way the business of the
partnership of which he is a member _______ the partnership, unless the partner so
_______ has in fact _______ _______ to act for the partnership in the particular
matter, and the person with whom he is dealing has _______ of the fact that he has
no such _______.

An act of a partner which is not _______ for the carrying on of business of the
partnership in the _______ way does not _______ the partnership unless _______ by
the other partners.

Except when _______ by the other partners or unless they have _______ the
business, one or more but less than all the _______ have no _______ to:

(1) _______ the partnership property in _______ for creditors or on the

_______ promise to pay the debts of the partnership;

(2) _______ of the _______ of the business;

(3) Do any other _______ which would make it _______ to carry on the
_______ business of a partnership;

(4) _______ a judgment;

(5) _______ into a _______ concerning a partnership claim or _______;

(6) _______ a partnership claim or _______ to _______;

(7) _______ a claim of the partnership.

No act of a partner in _______ of a _______ on authority shall bind the partnership to

persons having _______ of the _______. (n)

Article 1819. Where _______ to real property is in the partnership name, any partner
may _______ title to such property by a _______ executed in the partnership name;
but the partnership may _______ such property unless the partner's act _______ the
partnership under the provisions of the first paragraph of article 1818, or unless such
property has been _______ by the _______ or a person claiming through such
_______ to a _______ for _______ without _______ that the partner, in making the
_______, has exceeded his _______.

Where title to real property is in the name of the partnership, a _______ executed by
a partner, in his own name, passes the _______ _______ of the partnership, provided
the _______ is one within the _______ of the partner under the provisions of the first
paragraph of article 1818.
Where title to _______ property is in the name of one or more but _______ _______
the partners, and the _______ does not _______ the right of the partnership, the
partners in whose name the title _______ may convey title to such property, but the
partnership may _______ such property if the partners' act does not bind the
partnership under the _______ of the first paragraph of article 1818, unless the
_______ or his _______, is a _______ for _______, without _______.

Where the title to _______ property is in the name of one or more or all the partners,
or in a _______ _______ in _______ for the partnership, a _______ executed by a
partner in the partnership name, or in his own name, passes the _______ _______ of
the partnership, provided the act is one _______ the _______ of the partner under the
provisions of the first paragraph of article 1818.

Where the title to real property is in the name of _______ the partners a _______
_______ by all the partners passes _______ their rights in such property. (n)

Article 1820. An _______ or _______ made by any partner _______ partnership

affairs within the _______ of his authority in accordance with this Title is _______
against the partnership. (n)

Article 1821. _______ to any partner of any matter _______ to partnership affairs,
and the _______ of the partner acting in the _______ matter, acquired while a partner
or then _______ to his mind, and the knowledge of any other partner who _______
could and should have _______ it to the acting partner, _______ as notice to or
knowledge of the _______, except in the case of _______ on the _______, committed
by or with the _______ of that partner. (n)

Article 1822. Where, by any _______ _______ or _______ of any partner acting in
the _______ course of the business of the partnership or with the authority of his co-
partners, _______ or _______ is caused to any person, not being a partner in the
partnership, or any _______ is incurred, the partnership is liable therefor to the same
extent as the partner so _______ or _______ to act. (n)

Article 1823. The partnership is _______ to make good the _______:

(1) Where one partner acting within the scope of his _______ _______
_______ money or _______ of a third person and _______ it; and

(2) Where the partnership in the course of its business receives _______ or
_______ of a third person and the _______ or _______ so received is _______
by any partner while it is in the _______ of the partnership. (n)

Article 1824. All partners are liable _______ with the partnership for everything
_______ to the partnership under articles 1822 and 1823. (n)

Article 1825. When a person, by _______ _______ or _______ or by _______,

represents himself, or consents to another _______ him to anyone, as a partner in an
_______ partnership or with one or more persons not _______ partners, he is liable to
any such persons to whom such _______ has been made, who has, on the _______
of such representation, given _______ to the actual or _______ partnership, and if he
has made such _______ or _______ to its being made in a _______ manner he is
liable to such person, whether the _______ has or has not been made or _______ to
such person so giving _______ by or with the knowledge of the _______ partner
making the representation or _______ to its being made:

(1) When a partnership _______ results, he is liable as though he were an

_______ member of the partnership;

(2) When no partnership _______ results, he is liable _______ _______ with

the other persons, if any, so _______ to the contract or representation as to
_______ liability, otherwise _______.

When a person has been thus _______ to be a partner in an _______ partnership, or

with one or more persons not actual partners, he is an _______ of the persons
consenting to such representation to _______ them to the same _______ and in the
same manner as though he were a partner in fact, with _______ to persons who
_______ upon the representation. When all the members of the _______ partnership
consent to the representation, a partnership _______ or _______ results; but in all
other cases it is the _______ act or _______ of the person acting and the persons
consenting to the representation. (n)

Article 1826. A person _______ as a partner into an _______ partnership is liable for
all the _______ of the partnership arising before his _______ as though he had been
a partner when such _______ were incurred, except that this liability shall be satisfied
only out of _______ property, unless there is a stipulation to the contrary. (n)

Article 1827. The _______ of the partnership shall be _______ to those of each
partner as regards the partnership property. Without _______ to this right, the _______
_______of each partner may ask the _______ and _______ _______ of the share of
the latter in the partnership _______. (n)