MANAGERS IN A PARTNERSHIP

General Rule:
OBLIGATION OF A PARTNER TASKED TO MANAGE THE Power is irrevocable without just or lawful cause.
BUSINESS IN COLLECTING A DEBT FOR TWO CREDITORS
*In the event where the partner collects two debts (where the
Exception:
partner is a personal creditor and the partnership is also a
-There is just cause and there is a vote of partners having
creditor) and both sums are demandable:
controlling interest.
-Removal without just cause but there is unanimity
-sum shall be applied to two credits in proportion to
including his vote.
their amounts.
!!! If it is applied on the account of the partnership, the
whole amount is applied to the partnership. *if there are 2 or more debtors, no specification of duties and
no stipulation requiring unanimity:
OBLIGATION OF A PARTNER IN COLLECTING A DEBT FOR THE
PARTNERSHIP
General Rule:
*In the event where the partner collects a debt and the debtor
Each one may separately execute all acts of
becomes insolvent, the amount should also be distributed to
administration
other partners.

Exception:
RULES ON WHO BEARS THE RISK OF LOSS OF: If any of the managers opposes
1. Specific and determinate things that are not fungible
-Partner who owns it
2. Fungible things If any of the managers opposes:
-Partnership
3. Things contributed to be sold 1. Decision of the majority of managing partners shall
-Partnership prevail
4. Things brought and appraised in the inventory
-Partnership 2. If tied, the decision of the managing partners
owning controlling interest (>50%) in total shall prevail.
OBLIGATION OF THE PARTNERSHIP TO EVERY PARTNER
1. Refund amounts disbursed by partner on behalf of the *if there is a stipulation that none of the managers shall act
partnership plus the interest. without the consent of others
2. Answer each partners for obligations

APPOINTMENT OF MANAGER IN A PARTNERSHIP

-A managing partner may execute all acts of administration General Rule:
-Unanimous consent of ALL MANAGING PARTNERS is
Modes of appointment: required
1. Appointment as manager in the articles of
partnership
2. Appointment made in an instrument other than the Exception:
articles of partnership -When there is an imminent danger of grave or
irreparable injury to the partnership
1. Appointment as manager in the articles of partnership

Powers: Do all acts of administrations despite of other partners’ CONTRACT OF SUB-PARTNERSHIP

oppositions as long as he acts in good faith.
-Every partner may associate another person with him in his
2. Appointment as manager in the articles of partnership share BUT that “another person” shall not be admitted into the
Power to act may be revoked at any time with or
partnership without the consent of all the partners.
without just cause, by the partners with controlling interest
PROPERTY RIGHTS OF A PARTNER
RULES WHEN THERE ARE 2 OR MORE MANAGERS
1. Rights in specific property
2. Interest in the partnership
3. Right to participate in the management

1. Rights in specific property

A partner is co-owner with his partners of specific
partnership property
A partner has an equal right with his partners on
specific partnership property for partnership purposes
Partner’s right in specific property is not assignable
Separate creditors of the partners cannot ask the court
for attachment or execution of properties already owned by
the partnership.
A partner’s right in specific partnership property is not
subject to legal support.

OBLIGATIONS OF THE PARTNERS TO THIRD PERSONS

All partners (including industrial) shall be liable pro rata with all
their property after assets of the partnership were exhausted for
the contracts entered in the name of the partnership

!!!Industrial is liable for the liability in here towards third

persons. Liability is different from losses. Industrial should pay
for his share in the liability and after that, he can demand
reimbursement from other partners.

Wrongful act or omission committed by any partner in the

ordinary course of business of the partnership causes the
partnership to be liable.

All partners are liable solidarily with the partnership

Person newly admitted in the partnership would be liable for

obligations of the partnership that arose before his admission tp
the partnership but his liability towards it shall only be up to the
extent of the partnership property. This rule applies unless there
is a stipulation