Week No.

5. Different kinds of partnership

a) As to object (Art. 1777, 1778, 1780, 1783)
i. Universal Partnership
ii. Particular Partnership
b) As to liability of the partners
i. General Partnership
ii. Limited Partnership

6. Different kinds of partners

a) Industrial Partner
b) Capitalist Partner
c) General Partner
d) Limited Partner
e) Managing Partner
f) Silent Partner
g) Ostensible Partner
h) Secret Partner
i) Partner by Estoppel

Week No. 3

B. Obligations of the Partners (Art. 1784-1827)

1. Obligations of the partners among themselves (Art. 1784-1809)
a) Distribution of profits and losses of partnership
i. With agreement
ii. Without agreement
b) Principle of Delectus Personae (Art. 1804)
Ortega, et al. v. CA, et al., 245 SCRA 529
Tocao, et al. v. CA, 342 SCRA 20
JG Summit Holdings v. CA, Sept. 24, 2003, G.R. No. 124293
c) Management of Partnership (Art. 1800-1803)
d) When partner can demand for a formal accounting of partnership
affairs (Art. 1807, 1809)

DIFFERENT KINDS OF PARTNER

Article 1777. A universal partnership may refer to all the present property or to all the profits. (1672)

Article 1778. A partnership of all present property is that in which the partners contribute all the property
which actually belongs to them to a common fund, with the intention of dividing the same among themselves,
as well as all the profits which they may acquire therewith. (1673)

Article 1779. In a universal partnership of all present property, the property which belonged to each of the
partners at the time of the constitution of the partnership, becomes the common property of all the partners, as
well as all the profits which they may acquire therewith. A stipulation for the common enjoyment of any other
profits may also be made; but the property which the partners may acquire subsequently by inheritance,
legacy, or donation cannot be included in such stipulation, except the fruits thereof. (1674a)

Article 1780. A universal partnership of profits comprises all that the partners may acquire by their industry or
work during the existence of the partnership. Movable or immovable property which each of the partners may
possess at the time of the celebration of the contract shall continue to pertain exclusively to each, only the
usufruct passing to the partnership. (1675)

Article 1781. Articles of universal partnership, entered into without specification of its nature, only constitute a
universal partnership of profits. (1676)
Article 1782. Persons who are prohibited from giving each other any donation or advantage cannot enter into
universal partnership. (1677)

Article 1783. A particular partnership has for its object determinate things, their use or fruits, or a specific
undertaking, or the exercise of a profession or vocation. (1678)

 Universal Partnership

Universal partnership is virtually a donation; thus, those who cannot donate, cannot enter into partnership
Articles 1777 to 1782 of the New Civil Code govern universal partnerships. A universal partnership refers to all
the present property or to all the profits. A partnership of all present property is that in which the partners
contribute all the property which actually belongs to them to a common fund, with the intention of dividing the
same among themselves, as well as all the profits which they may acquire therewith while, a universal
partnership of profits comprises all that the partners may acquire by their industry or work during the existence
of the partnership.
To follow the logic, a universal partnership is virtually a donation to each of the partners.

Donation is an act of liberality whereby a person disposes gratuitously of a thing or right in favor of another,
who accepts it.

To allow persons who are prohibited to give each other any donation or advantage to form a universal
partnership will be like permitting them to do indirectly what the law expressly prohibits.

Interestingly, Article 1782 does not distinguish universal partnership which means it applies to either kind of
universal partnership