III.
RIGHTS OF A PARTNER o General rule – principal place of business
To associate another in his share (NCC 1804)
Art. 1804. Every partner may associate another person with him in his
share, but the associate shall not be admitted into the partnership
without the consent of all the other partners, even if the partner having
an associate should be a manager.
 Contract of subpartnership
o Partnership between a member of a partnership and a third
person for a division of the profits coming to him from the
partnership enterprise
o Essentially “a partnership within a partnership”
o Distinct and separate from the main or principal
partnership’
 Subpartnership does not affect the composition, existence or
operations of the firm
 Subpartner does not acquire rights nor liabilities of a partner
o Unless all partners consent to the subpartner to becoming a
new partner.
o Consent of all the partners is needed because it is based on
mutual trust and confidence
 Delictus personae – the choice of a person  partners have the
right to select their co-partners
To access, inspect and copy partnership books (NCC 1805)
Art. 1805. The partnership books shall be kept, subject to any
agreement between the partners, at the principal place of the business
of the partnership, and every partner shall at any reasonable hour have
access to and may inspect and copy any of them.
 Duty to keep records primarily rests upon the managing or active
partner, or the particular partner assigned to such duties
 Right extends even after dissolution
 PURPOSE  to enable the partners to have true and full
information of all things affecting the partnership
 Place of storage
o Exception – unless otherwise agreed upon by the partners
 Right to access at any reasonable hour
o Reasonable hours during business days throughout the year,
not merely during some arbitrary period chosen by the
managing partner
 Inspection rights are not absolute.
To have a formal account (NCC 1809, 1842)
Art. 1809. Any partner shall have the right to a formal account as to
partnership affairs:
(1) If he is wrongfully excluded from the partnership business or
possession of its property by its co-partners;
(2) If the right exists under the terms of any agreement;
(3) As provided by Article 1807;
(4) Whenever other circumstances render it just and reasonable.
 General rule
o During the existence of the partnership, a partner is not
entitled to a formal account of partnership affairs
o REASON 1  the rights of partner to know partnership
affairs are amptly provided in Art. 1805 and 1806
o REASON 2  [practical] constant demand for formal
accounting will cause much inconvenience and unnecessary
waste of time
o A suit for accounting is usually filed only when the
partnership has been dissolved.
 Exceptions
o Formal account may be rendered even before dissolution of
partnership under those enumerated (4) in Art. 1809
o Example (no. 4)  when a partner has been assigned
abroad for an extended period of time  he’d want to
know the affairs and status of the partnership as it directly
affects his profit/share
 Prescriptive Period
  Action for accounting

Property Rights (NCC 1810)

To possess specific partnership property (NCC 1811)

To convey partnership interest (NCC 1812, 1813)

To ask for dissolution (NCC 1830 (2), 1831)