ART. 1767.

By the contract of partnership, two or more persons bind themselves to

contribute money, property, or industry to a common fund, with the intention of dividing
the profits among themselves.
Two or more persons may also form a partnership for the exercise of a profession.

Partnership ( in general ) – exists when 2/more persons agree to place their money, effects,
labor and skill in lawful commerce/business with the understanding that there shall be a
proportionate sharing of the profits and losses among them.

Profession – a group of men pursuing a learned art as a common calling in the spirit of public
service, --- no less a publis service because it may accidentally be a means of
livelihood.

ESSENTIAL REQUISITES OF A CONTRACT OF PARTNERSHIP

1) There must be a valid contract;
2) There must be a contribution for money, property, or industry to a
common fund;
3) The partnership must be organized for gain or profit;and
4) The partnerhip should have a lawful object or purpose, and must be established
for the common benefit or interest of the partners.

2 TESTS TO DETERMINE THE EXISTENCE OF PARTNERSHIP

5) If there is an agreement to contribute money, property or industry to a common fund
6) If an intent of the contracting parties to divide the profits among themselves.

REQUISITES OF A PARTNERSHIP ( AS A JURIDICAL PERSON )

1) Must have 2/more persons bind themselves to contribute money, property or industry
to a common fund (contribution need not be cash or fixed asset; could be an
intangible like credit/ industry)
2) Must have an intention on the part of the parties to divide the profits among
themselves.
3) It may be constituted in any form;

Note: A public instrument is necessary only where immovable property or real

rights are contributed thereto.
>This implies that since a contract of partnership is consensual, an oral of
partnership is as good as a written one.
>Where no immovable property or real rights are involved, what matters is that the
parties have complied with the requisites of a partnership.

Money --- Medium of Exchange / Authorized by Government / Currency

Property --- Any external thing over with the rights of possession, use, and enjoyment are
exercised.
Industry --- Diligence in the performance of a task. Particular form of branch of productive labor.
Delectus personarum (“choice of persons”)
Delectus personae (“Choice of the person”) ----
 Right to choose with whom a person wishes to associate himself
 Foundation and essence of partnership
 allows the partner to have the power but not the ability to dissolve partnership

Partnership
 Based on Delectus personae / mutual Agency (any pertner can generally represent
in its business affairs
 Non Sequitur that a suit against the partnership is necessarily a suit impleading each
and every partner
 Remember that it is a Juridical Entity that has a distinct and separate personality
from the persons composing it.
 In case, Partnership should be impleaded for a cause of action against the
partnership itself unless it was shown that the legal fiction of a different juridical
personality was being used for fraudulent, unfair or illegal purposes.

Partnership At Will
 A partnership that does not fix its term --- dissolved at partner’s will
 Its birth and life is predicated on the mutual desire and consent of the partners.