1.

The parties are partners to the partnership

Art. 1767 of the Civil Code provides that by the contract of partnership two or more persons bind
themselves to contribute money, property, or industry with the intention of dividing the profits
among themselves. Based on the definition, the elements of partnership exist when there exist an
intention of the parties to contribute to a common fund and for the purpose of diving the profits
among the contracting parties.

Applying in this case, parties bind themselves to contribute to a common fund money and industry.
Farrah contributed money, while the Fedra and Fred contributed industry as they were in charge of
the solicitation and collection of loan payments. It was also clear that there was an intention to
divide the profits among themselves as expressly provided in their in the Articles of Agreement
where Farah would get 30% and Fred and Fedra would get 15% each.

Since all elements of partnership are present, then the relation between the parties is of that a
partners in a partnership.

b. Yes they can claim that they are engage in a partnership and thus they cannot be held liable for
estafa since the liability of the industrial partners if for failure to account for partnership funds and
thus gives rise to civil liability only not estafa.

Partners are not liable for estafa of money or property received for the partnership when the
business commenced and profits accrued." (U.S. vs. Clarin, 17 P[h]il. 85). Furthermore, "failure of
a partner to account for partnership funds may give rise to a civil obligation only not estafa."
(People vs. Alegre, Jr., C.A. 48 O.G. 5341)

Here the contribution of Farah has been made for the creation of the Partnership. In fact it already
commenced and profits were accrued. The cause of action therefore of Farah if for accounting of
partnership funds which is civil and not of estafa based on the jurisprudence cited.

Hence, there contention is proper.

2. The effect of contributing their income from the common property with the intention of to produce
profits from said income in proportion to their respective shares in the inheritance was the creation
of a partnership.

Elements as provided in Art. 1767 of the Civil Code provides that there is an intention of the parties
to contribute money, property or industry to a common fund and its purpose is to divide the profits
among themselves.

Based on the facts, parties contributed their income to the common fund, which is the 1 st element
of the contract of partnership. Their intention is to derive profits from the said income and to divide
the same in accordance with the share in the inheritance. This completes the 2 nd element of
partnership.

Therefore, as a result of their agreement a contract of partnership is created.

3. Without the express authority from each other, parties cannot engage in their separate business.

The Civil Cove provides that a capitalist partner cannot engage for their own account in any
operation which is of the kind of business in which the partnership is engaged, unless there is a
stipulation to the contrary. In addition, An industrial partner cannot engage in business for himself
unless the partnership expressly permits him to do so.

Aguila is an industrial partner for he contributed his labor and industry. Therefore, as provided, he
cannot engage in any business unless the partnership expressly permit him to do so. He becomes
a debtor of the partnership for his work or services from the moment the partnership relation
begins. In effect, the partnership acquires an exclusive right to avail itself of his industry.
Consequently, if he engages in business for himself, such act is considered prejudicial to the
interest of the other partners.

Senior being the capitalist partner is also not allowed because his another business is also meat
shop. It is universal that a capitalist partner, without the consent of his co-partners, cannot carry on
a business of the same nature and in competition with that of the firm. Since the relationship of
partners is fiduciary and imposes upon them the obligation of the utmost good faith in their dealings
with one another with respect to partnership affairs, one partner will not be permitted to retain for
himself alone as against his co-partners benefits from the partnership relation.

4. Di ni e question wala pta ani. Peru walay cause of action against sa partnership ang personal
creditor ni partner.

5. Jose, Wally and Zombie may impugn the grossly inadequate designation of sharing of profits by
Allan within three months from the time they had knowledge thereof..

ART. 1798. If the partners have agreed to intrust to a third person the designation of the share of
each one in the profits and losses, such designation may be impugned only when it is manifestly
inequitable. In no case may a partner who has begun to execute the decision of the third person, or
who has not impugned the same within a period of three months from the time he had knowledge
thereof, complain of such decision.

It is clear that the sharing of profits designated by Allan is manifestly inequitable. Hence, the other
partners may impugn the designation within three months from the time they had knowledge
therereof.

6. No, because a partner is liable only for the damages suffered by the partnership if it is through his
fault.

Every partner is responsible to the partnership for damages suffered by it through his fault, and he
cannot compensate them with the profits and benefits which he may have earned for the
partnership
by his industry. However, the courts may equitably lessen this responsibility if through the partner’s
extraordinary efforts in other activities of the partnership, unusual profits have been realized.
 Here it was not stated that the damages was caused through Solo’s fault. It is a rule in the Civil
Code that a partnership has separate and distinct separate personality from that of the partners. As
such it can sue or be sued in its own name. Here, Solo could only be liable for the damages if it is
on his fault which was not given. However the partner found to be negligent would be liable.

b. If he is liable, the liability here is personal and not solidary with the partnership.

Every partner is responsible to the partnership for damages suffered by it through his fault, and he
cannot compensate them with the profits and benefits which he may have earned for the
partnership
by his industry.

Being the negligent partner, the law is clear that it is his personal liability. There is nothing in the
law which provides for solidary obligation.

7. A. Girly and girly would be vested ownership to the property, provided they register the said sale in
their own name. Orly and Gill would be liable to the partnership in case of eviction and also for
damages and the fruits or benefits which the partnership failed to receive because of such sale.

Girly can rely on mirror doctrine since the land is still in the name of the seller Orly and Gill.
Provided she registers the transaction in the Register of Deeds, her right would prevail over that of
the partnership for being the 1st registrant in good faith.

With regard to Orly and Gill, ART. 1786. Every partner is a debtor of the partnership for whatever
he may have promised to contribute thereto.He shall also be bound for warranty in case of eviction
with regard to specific and determinate things which he may have contributed to the partnership, in
the same cases and in the same manner as the vendor is bound with respect to the vendee. He
shall also be liable for the fruits thereof from the time they should have been delivered, without the
need of any demand.

Therefore they would be liable to the partnership in case of eviction, with damages including the
fruits and benefits which the partnership failed to receive by reason.

B. Espina cannot rely on mirror doctrine because the land was not in the name of the Girly.

As provided in the catena of cases decided by the court, mirror doctrine cannot be relied upon by
the buyer if the title to the property is not with the seller. There exist a doubt in the title to the land
which would warrant a reasonable person to look beyond the title. His no knowledge of the Girly’s
bad faith would not hold water for he is obliged by law to conduct more investigation to determine
the status of the title to the land.

But for Orly and Gill, the same they would still be liable to the partnership in case of eviction, for
damages and fruits or benefits lost by reason of such sale.

8. Wa pta. Peru solidary liable ang partners. ART. 1824. All partners are liable solidarily with the
partnership for everything chargeable to the partnership under articles 1822 and 1823. (n)
9. Wala psa ni. 1825 ni
10. Wala psad ni.