PL- PARTNERSHIP

ASIAN COLLEGE
2021

DATE: October 9, 2021

1. What is Partnership? What is the principle of delectus personae?

Partnership is two or more persons bind themselves to contribute money, property or industry
to a common fund, with the intention of dividing the profits among themselves- two or more persons
may also form a partnership for the exercise of a profession.
The principle of delectus personae is the choice of persons whom to associate. It means that a
person has the right to choose a partner in business to negotiate and also to share with.

2. Distinguish universal partnership from particular partnership.

A universal partnership refers to : a .with all present property and, b. with all profits (individual
properties continue to be owned by the partners, but the usufruct thereof passes to the firm). On the
other hand, particular partnership refers to object is determinate things, their use or fruits; a specific
undertaking, or the exercise of a profession or occupation. (1783)- to construct a house/building, buy
and sell real estate; practice the law profession- as if members are industrial partners.

3. What is the concept of separate personality in partnership?

The concept of separate personality in partnership is to have separation in any forms of matter
in the partnership. Even if the partnership failed to register with the SEC, it still has a separate
juridical personality. Thus, the partnership, as a separate person can acquire its own property,  bring
actions in court in its own name and incur its own liabilities and obligation. Separate personality in
partnership aims to separate things in the partnerships before a partnership ends its partnership to
split things up equally.

4. How is partnership constituted?

A partnership may be constituted in any form(may be oral)(not covered by statute of fraud),
except where immovable property or real rights are contributed thereto, in which case a public
instrument shall be necessary. Also inventory attached thereto. Not in public instrument-no inventory-
contract is VOID. To affect 3rd persons, the transfer of real property to the partnership must be duly
registered in the registry of property of the province or city where the property contributed is located.

5. Discuss briefly the kinds of partnerships and partners.

The kinds of partnerships are classified as To objects, as To liability, and as To duration.
As to objects:
UNIVERSAL – A .with all present property
b. with all profits (individual properties continue to be owned by the partners,
but the usufruct thereof passes to the firm)
PARTICULAR- A. object is determinate things, their use or fruits; a specific undertaking, or the
exercise of a profession or occupation. (1783)- to construct a house/building, buy and sell real
estate; practice the law profession- as if members are industrial partners.
As to liability:
LIMITED - where at least one partner is a general partner and the rest are limited partners.
GENERAL – ALL THE PARTNERS ARE GENERAL PARTNERS.
As to duration:
1. Partnership at will- no time is specified and is not formed for a particular undertaking or venture and
can be terminated anytime.
2. partnership with a fixed term- term or period which partnership is to exist is fixed or agreed upon or
one formed for a particular undertaking.
3. for a specific period or till the purpose is accomplished

Then, the kinds of partners are: Capitalist partner, Industrial partner, General partner, Limited
partner, Managing partner,Liquidating partner, Partner by estoppel, Silent partner, Secret partner,
Ostensible partner, and Dormant partner.

* Capitalist partner- one who contributes money or property to the common fund.
* Industrial partner- one who contributes only his industry or personal service
* General partner- one whose liability to third persons extends to his separate property; may be
a capitalist or industrial partners
* Limited partner- one whose liability to 3 rd persons is limited to his capital contribution. Also
known as special partner and does not participate in the management of the business.
* Managing partner- one who manages the affairs or business of the partnership- may be
appointed in the articles of partnership or after the constitution of the partnership .also known
as general or real partner.
* Liquidating partner- one who takes charge of the winding up of partnership affairs upon
dissolution
* Partner by estoppel- one not really a partner, but is liable as a partner for the protection of
innocent 3rd persons. Also known as partner by implication or nominal partner or quasi partner.
* Silent partner- does not take active part in the business affairs.
* Secret partner- takes active part in the business but is not known to be a partner.
* Ostensible partner- takes active part and known to the public as a partner
* Dormant partner- does not take active part and is not known or held out as being a partner.

6. What is an industrial partner? Sub-partner??

An industrial partner is the one who contributes only his industry or personal service.An
industrial partnership is a relationship between two or more businesses that is very similar in nature to a
joint venture. A common form of industrial partnership is between for-profit corporations and non-
profits dedicated to research (such as Universities). Industrial partner cannot engage in business for
himself , unless partnership expressly permits him to do so, IF HE SHOULD DO SO, the capitalist partner
may either exclude him from the firm or avail themselves of the benefits which he may have obtained in
violation of this provision, with a right to damages in either case.
A Sub-partner is a partner in a partnership firm who agrees to share his profits in a partnership
firm with an outsider to the firm. A sub-partner does not hold any right against the firm nor is liable to
any debts caused by the firm. A sub-partner for example: A and B are partners, then C is a sub-partner of
B but not a partner of A, that is an example of sub-partner, but then C is not liable for any consequences
in the partnership of A and B. However, C would be able to share his profits in the partnership of A and
B.

7. What are the property rights of a partner?

The property rights and legal liabilities of the members depend, as between themselves, on the
constitution and rules of the association or club. Property rights of a partners are:
 1. His rights in specific partnership property; where a partner has a right in all matters within the
partnership incidents of this co-ownership are such that: a. a partner has an equal right with his partner
to possess specific partnership property for partnership purposes; other purposes with consent of his
partners; b. partner’s right in specific partnership property is NOT assignable, except in connection with
the assignment of rights of all the partners in the same property; c. partner’s rights ion specific
partnership property is not subject to attachment or execution, except on a claim against the
partnership. When partnership property is attached for a partnership debt the partners or any of them ,
or the representatives of a deceased partner, cannot claim any right under the homestead or exemption
laws; d. a partner’s right in specific partnership property is not subject to legal support under article 291.

2.His interest in the partnership; another right of a partnership is the interest in the partnership where
his share of the profits and surplus. A partner’s interest in the partnership( share in the profits and
surplus) can be assigned, attached, be subject to legal support.

3. His right to participate in the management. Every partnership shall operate under a firm name, which
may or may not include the name of one or more of the partners. Those who not being members of the
partnership, include their names in the firm name shall be subject to the liability of a partner . As a
partner in a partnership, one has right to manage and operate the business as a part of the partnership.