Good day ma'am. Today I will discuss one topic under the partnership which is Article 1815.

So, to start, Article 1815 provides, 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.

So, Article 1815 basically talks about the partnership name. Just like a normal person, a juridical person
like a partnership must have a firm name. Such a name is necessary to distinguish the partnership and
separate juridical personality from the following: from individuals composing the partnership, from
other partnerships and from other entities. Again, it is important to name the partnership to distinguish
it because as we have already learned in the previous discussion, partnership has a personality separate
and distinct from that of the partners comprising it. A partnership having a separate and distinct
personality means that it is treated as a person. It can enter into transactions separate and distinct from
that of the partners and that is the reason why it is important that we give the partnership a name
under which it will operate.

The first paragraph of article 1815, tells us ways on how we can name the partnership.

As a general rule, the partners may adopt ANY firm name desired, and this will be the name of that
juridical person. Such name may be the following: That of an individual partner, surname of all partners,
surname of one partner, more of the members with "and Company", individual names wholly distinct
from names of any members, name of purely fanciful/ fictitious or it can also be acronyms of the
surnames of partners. Basically, partners have the right or freedom to choose their firm name. And it is
important to note that the firm name does not have to include all of the partners' names.

For example, Bella Swan, Edward Cullen, and Jacob Black formed a partnership. Their partnership can be
named as the following: It can be Swan, Cullen, and Black partnership, derived from the surname of all
partners. It can also be a Swan and Cullen Partnership, consisting of the surname of two partners, or just
a Swan partnership which consists of the surname of only one partner. Not because the name of one
partner is not included in the firm name, it doesn't necessarily mean that he is not a partner in the
partnership. Because again, the firm name does not have to include all of the partners' names. They can
also name their partnership Twilight Partnership, which is a name purely fanciful and fictitious or
whatever else they may desire.

However, there is an exception to that general rule. One of the restrictions provided in Article 1815 is
the use of misleading names. The partnership cannot use an identical or deceptively confusingly similar
to that of any existing partnership or corporation or to any other name already protected by law or is
patently deceptive or contrary to existing laws. The reason for this is to protect third persons. The law
does not want a partnership name that is misleading. The law would like to avoid an instance when a
partnership would use a similar name with that of another business and try to pass it off as if it is the
same business. That is the reason why your partnership name must be unique in a sense that it is not
similar, identical, or confusingly similar to another existing partnership or corporation.

For instance, Bella, Edward, and Jacob formed a partnership named Bebe ko partnership. Then, upon
learning about that, Luffy, Zoro and Sanji purposely formed a partnership named Bibi ko partnership.
This is not allowed because it is deceptively confusingly similar to that of Bebe ko partnership and that it
can mislead third persons into believing that they are the same business.

Another restriction provided for Art. 1815 is that Partnership CANNOT continue to use the names of
deceased partners Why? Because the names in a firm name must either: → be the name of living
partners (In case of partners) and name of living persons who can be subjected to liability (in case of
non-partners).

For instance, Swan, Cullen, and Black Partnership, the partnership cannot continue the use of its existing
name because.

However, there is an exception to that. According to the Code of Professional Responsibility: The
continued use of the name of a deceased partner is permissible provided that the form indicates in all its
communications that the said partner is deceased. So again, surviving partners are permitted to use the
deceased partner's name in the firm name so long as they indicate in all their communications that the
partner is already deceased.

Now let's go to the second paragraph of article 1815 which tells us what will happen if you are not a
partner to the partnership, but you allow your name to be put there as part of the firm name. If you are
not a partner and you allow the use of your name in the partnership name, you will be liable as a
partner. So, what are the consequences of the inclusion of a non-partner's name in the firm name? Non-
partner's name included does not acquire the rights of a partner but shall be subject to the liability of a
partner as long as persons without notices are concerned). They basically become partners by estoppel.
The reason for that is to protect third persons who are dealing with the partnership. Since you have
allowed your name to be used in the firm name or partnership name when in fact you are not a partner,
you are in fact misleading third persons into believing that you are part of the partnership. It could
mislead the third person in transacting that certain partnership business because of that use of the
name of a non-partner.

For example, Blossom and Bubbles formed an accounting firm. Buttercup, one of their friends is a
famous tiktoker. They ask her if they can include her name in their firm name for marketing purposes.
Buttercup then agreed. They named the firm Blossom, Bubbles and Buttercup Partnership. Now, Berto,
is a businessman and an avid fan and tiktok follower of Buttercup. After he learned about the firm, Berto
changed his previous accounting firm to Blossom, Bubbles and Buttercup Partnership hoping that he can
be close to Buttercup without knowing that she is not actually part of the partnership. In this case, even
though Buttercup is not a partner to the partnership, she can still be held liable as a partner but does
not acquire the rights of a partner. By consenting to include her name in the firm, she becomes a
partner by estoppel, or a person who is not technically a partner but can still be held liable as one for
any debts or damages incurred by a business or owed to a third party.

So, that concludes Article 1815. I hope I was able to discuss it clearly ma’am. Thank you.