Rules of distribution

1. Agreement
2. P/L
3. In proportion to their contribution

Industrial partner share- satisfied first before capitalist partner

Loss*

Liability – responsibility towards 3rd person

Loss – responsibility among partners

To remove him from unjust/just cause, there must be unanimous vote including his own vote

*acted in good faith – execute all kinds of administration

*acted in bad faith – not able to execute

2 managing partners

(without specification w/o respective duties, or act without consent of all others) – may execute all kinds
of administration (not absolute)

- If someone oppose, majority shall prevail

- If tie, owner of controlling interest shall prevail

1802

- Acts of managing partners needs consent of partners for their validity of acts (not absolute
- Exception: in case of imminent danger of loss

5 reasons to exclude managing partner

- Breach of financial data/confidential documents

- Commit fraud
- Misconduct purposeful
- Negligence
- Violates law

Managers is absent/uncapacitated – unanimity is required

Rights of a partner

1. Property rights
2. Reimbursement for advance/indeminification for risk
3. Associate another person in his share
4. Access and inspection of partnership books
 5. True and full information
6. Formal account
7. Dissolution

1806 – partner/ legal representative of deceased partner, under age can have right to on-demand true
and full information

Property rights of a parter -art 1810/principal rights (3)/related rigjts

Partners share in interest in partnership – profit and surplus (art 1812)

- Only the second right is assignable (interest in the partnership)

Assignee’s right

- Demand accounting
- Ask for annulment of the contract of assignment

Permissible to stipulate that a capitalist partner be exempt from liability

- Yes, excluding one persons in distribution of P/L