The principles latin maxim principles that apply dalawa to apply to a contract of partnership the first is affectio

societatis this is the desire to formulate an active union with people among whom their exist mutual confidence and
trust so on premise is that in order to form a partnership the desire must be there you know in order to have a valied
partnership including the second one which is the delectus personae are applicable most applicable when we get later or
not though the solution because the idea is that a partner must will know or gusto niya dapat na nandoon siya sa
partnership and be partners to the others kaya nga may mutual confidence and trust in the idea na mawala ang mutual
confidence and trust or basta ayaw na ng partner he can cause the dissolution of the partnership even before the
fulfillment of a specific undertaking or the arrival of a specified period because of the delectus personae or what we
call personal choices as translated so the idea is that the partner can choose kung sino ang gusto niyang partners at basta
meron na isang ayaw niya then pwede na siya humiwalay or to dissolve the partnership at will.

Now the purpose of a partnership, as we have already mentioned, can be either for dividing the profits among
themselves so this particular purpose will be applicable to business partnerships or what we call a partnership for
profits and the other one will be to exercise a common profession or what we call general professional partnerships but
nevertheless in all material respects the object of the partnership must be lawful otherwise if it is illegal like for
example ang purpose nila is to distribute in sell drugs then it can be declared dissolved by judicial decree and whatever
profits that the partnership earned will be confiscated in favor of the government or the state.

Now we normally compare a partnership with a corporation in fact that is part of the syllabus in the TOS comparison
between a partnership and a corporation to its creation the partnership is a consensual contract that is perfected by the
mere consent of the parties whereas a corporation can be formed under either a special law that patent special charter or
by a general enabling law or the corporation code and the under the corporation code a private corporation can only be
created through general enabling law which is our corporation code and the beginning of the personality of the
corporation generally will be upon issuance of the certificate of registration or the certificate of incorporation compared
to a partnership that is perfected by mere consent. As to the number of organizers a partnership can be formed with two
or more persons whereas a corporation can be incorporated with not more than 15 incorporators with the advent of what
we call a one person corporation pwede na kahit isa lang stockholder at incorporator in fact pwede na rin kahit dalawa
tatlo o apat ang incorporator. As to the existence no time limit as to a partnership hanggat partners sila pwede iyan
mag-continue unlike a corporation under the old corporation code that can exist only for not more than 50 years but as
you may be aware at this point under the reviced corporation code corporation has now perpetual existence which is
still different to a partnership the liability of the partners is unlimited in the sense that they can be liable up to their
personal or private properties as compared to a corporation where the liability of the stockholders will only be limited
to their capital contributions in a partnership generally you cannot transfer the interest of a partner without the consent
of the others but when we talk about interest here, it is the ownership as opposed to what we will discuss later as what
constitutes interest compared to a corporation or an ordinary staff corporation for that matter will not meet the consent
of the other stockholders in fact as a general rule wala namang restrictions on the transfer of shares unless there is a
restriction provided in the articles and in the staff certificate at the same time, in partnerships generally the partners will
be regarded as agents and their acts can be binding to third parties even if they don't have actual authority kung meron
lang apparent authority pwede na unlike in a corporation where the management in the direction of the corporation is
always handled by a board of directors hindi lahat ng stockholders are involved with regards to close corporation s can
directly manage the corporation itself, in a partnership in case of mismanagement the partner himself can sue the other
partner while in a corporation if there is a means management a stockholder can sue a director but only through what
we call a derivative suit which is a suit that is filed in behalf of the corporation as the real party in interest in the
corporation is the one that is the agrieved party it's a partnership kahit personal on the part of the party filing the suit ay
pwede. Nationality will be the same actually a partnership will be a national of the country where it was created so if it
is created under the laws of the philippines then it will be considered a filipino or domestic partnership while in a
corporation rule ganun din ang ating rule because we normally apply only the incorporation test in determining whether
it is a domestic or foreign corporation but unlike and a corporations apartment shipping consider the national
percentage of ownership in determining whether it is a filipino partnership now legal personality as we have already
mentioned begins in a partnership from the time the contract is perfected which is by mere consent only ,while in a
corporation the separate judicial personality of the corporation begins from the issue once of the certificate of
registration as a general rule. In a partnership there is no right of succession in fact the death retirement in solvency
civil interdiction or insanity or any changes in the relationship of the partners dissolves the partnership whereas in a
corporation ito yung tinatawag nilang strong juridical personality because there is a right of succession those cases the
death retirement and solvency civil interdiction of any stockholder does not affect the corporation's existence in fact
kahit mamatay lahat ng stockholders ng sabay-sabay meron pa ring nag-eexist na corporation or hindi maaapektuhan
rather ang existence ng corporation. A partnership similar to a corporation has a separate juridical personality and
under the civil code the consequences know of the of this particular separate juridical personality of the partnership in
general allows the partnership to acquire and possess property of all kinds in its own name nang hindi magiging
property ng mga partners it can incur obligation in its own name and as a consequence of that you know technically
hindi mo pwedeng kasuhan ang partners ng diretso unless all the partnership assets have already been exhausted and
they can sue either civil or criminal action in its own name na hindi kailangang involved ang mga partner and lastly
pwede siyang maging insolvent kahit na solvent ang mga individual partners but not the other way around if the
partners become insolvent that would be a ground to dissolve the partnership by operation of law this will be the
consequences of a separate juridical personality of the partnership.

No partnership. There are specific rules provided under the law as to whether their exists or not a partnership in this
particular cases walang partnership unang-una between persons who are not partners as to each other are not partners to
third persons as well ang idea dito is that kung hindi kayo hindi pwedeng i-assume ng mga tao na kayo except with
regards of partnership by estoppel, kung paano naman kayo umasta ay parang kayo edi pwede na i-assume ng mga tao
because the idea of estoppel is that you are already estopper and you cannot go back from your misrepresentation
because somebody else already relied on such misrepresentation the co-ownership or corporation of itself whether such
co-owner or processors do not or do or do not share any profits made by the use of the property does not in itself
establish a partnership the sharing of gross return in itself does not establish a partnership as a consequence of this
provision of the law if you remember for taxation purposes kung kunwari may dalawang tao na nagmana ng property at
yung property na minana nila ay pinapaupahan at kumuha ng rentals at pinaghahatian nila ang rentals the co-ownership
on its own is not a separate taxable entity because partnership is just kasi walang magiging partnership na mag-e-exist
just because they share in the returns or they are co-owners of a particular property unless of course they actively seek
profits in the sense na kung pinabakuran, nagpatayo ng additional units doon sa lupa then magiging partnership but the
sharing of the rentals or the grocery turn on its own does not establish a partnership. However lastly meron ditong
presumption

Profit sharing. The sharing of the people is profits they derive or they share in the profits of a business kay other exist a
prima facie presumption that the one receiving the profits is a partner in the business as compared doon sa kanina what
they share are gross returns dito what the person receives is a share in the profits of the business kaya magkakaroon ng
presumption na siya ay partner nevertheless you presumption na iyan will not apply if what you receive out of the
profits is for payment of debt by installment or otherwise kahit pa ang installment i naka-base sa profit ng partnership
or a certain percentage of such profits or wages of an employee iyan yung mga tinatawag na profit sharing at least in
sgv we call it discretionary bonus even in reyes, kahit nakaka-receive ang employee ng profit share or performance
bonus for that matter which is supposedly dependent on the profits as well then it does not make the employee a partner
ganun din yung rent kahit na yung rent na binabayaran ni business i based on profit kunwari sa rental may fix rate as a
certain percentage of the profit of the business it doesn't matter the lord does not become a partner just because you
receives rental based on profits the same will be true with regards the annuity received by a widow of a partner of a
deceased partner the same with interest on loan even though the amount of the interest is again dependent on the profits
of the business so in all four cases here five cases pala pati the sale of goodwill in all five cases here the presumption
that the partner or the person receiving the profits is a partner does not apply or otherwise is stated walang presumption
that the partner or the person receiving the profit is a partner in the business