Now-ComPonaTe Mees OF Doing Busawess AsENcr, TRUSTS, PARTNERSHIPS & JOONT VENTURES CESAR LAPUz VILLANUEWA cellonueva@ gsiow. com 6.5.C. (Mowry Anos. Unaversiry) LLB. (ATENEO De Manica Law Scoot) LLM. (Hanvano Law Senoou) O15, (San Beoa GRADUATE SCHOOL OF Law) Dean ATENEO LAW SCHOOL Rockweu CENTER, MAKATI Cry CHAMMAN, COMMERCIL LAW DEPARTMENT PHILIPPINE JUDICAL ACADEMY MasiLa, MEMBER AACE GOVERNING BOARD FOUNDING PARTNER ‘VILANLIEWA GAmINNA B DE SANTOS, attorneys®) vgsio w. com 20/F 139 CORPORATE CeNTER, VALERO STREET ‘SALCEDO VILLAGE, MAKATICITY 1200, PHALIPPINES, Feuow AUSTRALIAN INSTITUTE OF COMPANY DIRECTORS (AICD) Published & Distributed by 1977 C.M. Recto Avenue Tel. Nos. 7355-55-27 © ‘FHS-55-34 Manila, PhilippiaPREFACE ‘This book came from the author's desire to teach to his students—future practitioners and professors — of the need to treat the course "Partnership & Agency" more as commercial vehicles of pursuing business, rather than as mere ‘civil law subjects of the Civil Code of the Philippines. Over the years that the author has been teaching Philippine Corporate Law, he came to the realization that the background of his students in “Partnership & Agency" did not well-complement their desire to become conversant with a common-law based commercial subject #3 Corporation Law. Therefore, the author felt the need to volunteer himself to handle a section in “Partnership & Agency,” in order to develop 2 course outline that would look at noncorporate media of doing business as having the same dynamic and progressive stance as that of Philippine Corporate Law — to teach “Agency & Partnerships" 23 cornerstones ‘of Philippine Commerdal Laws in the pursuit of national development. ‘The obsession resulted in overhauling the course to place together into a more practice-oriented grouping of the “Non-Corporate Media of Doing Business" in comparison with Philippine Corporate Law from where it has imported much of its concepts, doctrines and structures. It meant studying first the Law on Agency and the Law on Trusts before going into Partnerships Law, bo have a better understanding of two of the great features of every partnership arrangement — mutual agency and limited licbiti¢y. Philippine Partnership Law is studied on the basis of it being a product of the amalgam af civil law provisions in the old Civil Code, the Spanish Code of Commerce and American laws on partnership, including limited partnerships. Mare importantly, the book discusses in-depth the special features of the partnership arrangement as a business vehicle superior in the fied in whichit is meant to operate — essentially small and medium sired business enterprises, where personal involvement is essential. With the announcement by President Benigna §. Aquino, Jr., that the “Public-Private Partnership” system or "PE" would be the comerstone of his administration in achiewing accelerated economic development in our country, it is but fitting that the book presents the Law and Practice on Joint Ventures, that treats of joint venture as whole system by which large infrastructural Projects, tually involving intemational partners, can be pursued. Although: there is word that the P-Nioy Aquino Administration is preparing a new set of rules governing Joint Venture arrangements, included in this first edition of the book are the OGCE Rules on Joint Ventures which have been issued primarily in support of PPP schemes, Like the other legal publications of the author, this work recognizes what. has been implicit in the Philippine legal system: that our hybrid legal system adheres to both the traditions of the evil law and the common law systems; and although our system recognizes the primacy of statutory provisions, it also places practically the same value to policy considerations as they evblve in actual settlement of disputes in bur society a3 expressed in decisions af the Supreme Court. Necessarily, the complexion of various legal principles. and doctrines continue to evolve, if not altered or discarded, as policy considerations: are made to adjust to evolving contemporary settings. Cesanl. VLANUEVA