PARTNERSHIP AND CORPORATION (ARTICLES 1800-1814)

Article 1800 talks about right and duty of partner without depending on the amount of money,
property, or industry contributed to manage the partnership; first, it is a duty for them because the
partnership needs to be manages to operate the function and objective of it. Second, they have their right
to stand for the partnership, the right to control it operations. A partner can be a manager of the
partnership upon, the stipulation in the articles of partnership itself and they cannot easily remove you
from being on that position. You can also became a manager through decisions by co-partners where they
choose you to become the manager of the partnership but since it is not written in the articles of
partnership and just a mere decision from your co-partners then you can be easily removed from the
responsibility that has been given to you. As a general rule, all applicable authority must be given to the
assigned partner unless stipulated that he or she cannot have it or it is beyond his or her authority which
is far from the real purpose of the partnership.

Article 1801 talks about appointed partners in managing the partnership, here it involves not
only a partner, but partners (two or more). This article is applied if there are no responsibilities
specifically given and it is not stated that either of the partners is not required to do actions without the
given authority by others. Each partner can independently do actions since their responsibilities are
unspecified but in case of disapprove by other partners the final decision will be chosen through the
highest number of votes given. If there is an equal vote, then highest contribution of capital will be used
as per partners. Additionally, if it is specified responsibilities to managing partners where it cannot be
oppose because he is assigned to that part especially if he’s doing it in good faith.

Article 1802 simply talks about agreement by all partners involved where there should be no
managing partner who doesn’t need approval to do actions. It can be opposed if there would be a serious
risk that will harm the partnership itself then the managing partner can do actions upon his own
authority without depending on others.

Article 1803 simply talks about the partnership without choosing a managing partner, once they
didn’t choose a managing partner it is considered now that all of them are the manager of the
partnership. They can act alone with their own authority for the partnership but cannot make changes
about the immovable property without all partners approving on it even though the change will benefit
the partnership. If there is a disapprove by any partner against all partners as manager of partnership, the
case shall be decided through per head voting and if there is a tie then it will be viewed on the controlling
interest vote.
 Article 1804 simply talks about the right of partner to assign an associate (known as sub-partner
but not really a partner in the partnership) who is not liable to the debt of the partnership and only
focused on the share of the partner chosen to appoint him. It is the duty of partnership to assign associate
and it doesn’t need the consent of all partners but if the associate will be transferred to be a partner of the
partnership then the consent of all parties is needed.

Article 1805 simply talks about the partnership books, where it should be freely given to show to
those partners of the partnership. They can also have a copy of it, also must be shown is requested during
business hours or days where partners can freely see it and can have easy access to it like being place on
the location of business. The information written of the books of the partnership is presumed to be known
by the partners and those are real details of the partnership.

Article 1806 simply talks about information that involves partnership which must be stated to
any partners who are requesting for it even if it is a representative person of a dead or with disability
partner. It involves the trust of partners on each other, where one must not hide any information about
the partnership and the whole information to be said must be real.

Article 1807 talks about the duties of partners as for his mutual trust to other partners, a partner
must act to benefit the partnership and not for him own benefit only. The partner should not also hide
any other profit earning information that he has been doing or receiving even if it is a small amount as
long as it will involve the partnership. Also, if there is a termination in the partnership, other possible
profit to be earned by the partnership even after it (termination) will occur, it must be share to other
partners. Lastly, the duty to state all information that he knew for the partnership as to the time that he is
still a partner.

Article 1808 talks about the capitalist partner who can still join in other business unlike the
industrial partner who can’t really join. The only case is that the business is not the same kind as the other
unless it is stated that he can join in the same kind of business. For the reason that the capitalist partners
can use the information that he knew to the same kind of business that he will be joining. If he will be not
complying on the said rule then he will be command to give all the profit that he obtained illegally or
obtain all losses that the partnership might face because of his violation. Also, if the trusts of the partners
are faded to the capitalist partner then he can be removed from the partnership.
 Article 1809 simply talks about any partner who can demand for a formal account to partnership
as an exemption to the general rule that formal accounting is only demandable after dissolution. But even
without dissolution, a partner can have a right to have formal accounting who is being pushed away
from the partnership, if it is stated in the agreement of the partners, if there is an illegal acquisition of
profit by another partner to know the real information about it, and others cases which are reasonable for
the partnership.

Article 1810 talks about the property rights of a partner which is distinguish from principal and
related one. The principal rights of a partner are those discussed in the previous articles where rights in a
specific partnership property, interest in the partnership, and to participate in management. Other rights
can also be acquired like to recourse for amounts or for compensation for loss as consequence for given
risk, to see partnership books, disclosure of whole and accurate partnership information, have formal
account, and have partnership terminate. It is said that property is different from the capital of the
partnership where capital is valuable while property have own capital contributed so as all properties
acquired are belong to the partnership. The property’s ownership can be determined to be for the
partnership if it is acquired by the partner, some property can also not be for the partnership but the
profit receiving form it can be given to the partnership, it is also written in the books of partnership about
the properties held by the partnership, and lastly other factors indicating ownership of property.

Article 1811 talks about right of partners in a specific partnership property, every partner has the
same right as for the other in acquiring the property of the partnership and it must be used only for the
purpose of partnership. It can be used for personal but with the consent of other partners. If there is an
impossible assignment of property because it is impossible to do so like car, then rights of partner do not
need to be assigned but all of them can assign their right in the same property as one. The right to specific
property can be assigned to the creditor as for the consent of partners. The right of partner in
partnership’s property where it is not subject to execution if the debt of partnership has been clearly paid
unless there is still unpaid part and the property will be used for payment to satisfy the creditor on
partnership’s claim. Also, where the specific property cannot be used as for the payment in legal support.

Article 1812 simply talks about the part of a partner on the profit of the partnership during the
life of it and surplus upon its dissolution. These interests to have by a partner can be distributed to the
partnership since it reflects to the partner as it is his personal property. The other interest of a partner is
on the balance after all the debts of the partnership has been paid.
 Article 1813 talks about the conveyance in the interest of partnership, in conveyance, the partner
really sell, donate, or mortgage his interest to other person. Here, the whole interest of partner in the
partnership is conveyed or assigned to the other person. Despite of this conveyance, the partnership can
still remain or it can also be dissolved if the partners really agree to do so. The other person as the
assignee is not a partner of the partnership thus cannot demand to information and make decision for the
partnership. The rights of assignee can only step of the rights of his assignor, therefore he can get profits
obtained by his assignor, have defenses against unlawful cases, receive interest of assignor, request
accounting information after dissolution and right to cancel the contract in case of inducement or being
insolvent.

Article 1814 talks about charging order of a creditor upon failure for payment from a debtor who
is a partner in a partnership. Upon filing and winning a case upon this debtor whose partnership is in a
good financial state, the creditor can charge order for payment in accordance with the interest of the his
debtor as a partner in the partnership. In effect, the charging order can make him as a creditor get all the
interest in the partnership that my debtor-partner must get. The interest of a partner in the partnership is
used to pay his personal debt to his creditor but even there is charging order; the debt of the partnership
itself should be prioritized to pay first. Additionally, the charging order can be compensated through
payment of separate property of partners or the partnership itself but with the consent of all partners, it is
like acting to help their co-partner for payment of his debt.