Section 1 acts can only be valid if there is a consent of all the
partner
(summary)
Art. 1784-1809
A partners being in creation of a contract of partnership
has create for in the relations…that is
- Relation between partners
- Relations between partners on one hand and
the partnership on the other hand
- Relations between partners on one hand and
third persons on the other hand
- Relations between the partnership and the
third person
So therefore, a partner has an obligation towards
the partnership, towards each other as well as
towards third person
The obligation of a partner among themselves,
include..
- the obligation to give their promise contribution
- to account and hold as trustee for any profits
derived without the consent of the other
partners
- not to engage in any business in which the
partner is also engaged into
when a partnership is created, the partnership
began from the moment of the execution of the
contract of partnership.
After the articles of the partnership shall be
approved by the securities and exchange
commission then the submission of the articles of
partnership already creates a contract
In the absence of any appointment, all the partners
are considered to be managers of the partnership
however the partners can appoint a manager which
could be done another document another than the
articles of the partnership
If there are two or more partners, which who have
been entrusted with the management of the
partnership without specification of their respective
duties or without a, it is understood each one of
them may execute acts of administration but
should there be an opposition then the decision of
the majority shall prevail.
In case if there is a tie of the number of persons,
there is tie between those who are in favor and
those who oppose in management decision then
the tie shall be broken by the decision of the
managing partner who owns more the controlling
interest more than 50 percent
The right to oppose is not given to non-managers if
there is an appointed managing partner
Considering that a partner shift is a contract, if
could also be possible that the partners will
stipulate that none of the managing partner shall
act without the consent of the other so therefore all
When a person becomes a partner in a partnership
he has to protect the interest of the partnership
over his own interest
If the partners agree that none of the managing
partners can decide without the consent of the
other that is possible only if all the managing
partners are able, in case of emergency any of the
managing partner can decide for the partnership
This stipulation between the partners is only
between themselves this does not bind a third
person because the third person is not obliged to
know whether or not who are the managing
partners, it is presumed that you are a partner you
have the right to enter into managing contract
So, the agreement as to who manages, the
partnership is binding only the agreement as to the
anonymous voting of the partners is binding only
among the partners however if the partners did not
agree on how to manage who shall manage the
partnership, all the partners shall be considered as
agent and whatever anyone do alone shall bond for
the partners and none of the partners may without
the consent of the other make any important
alteration on the immovable property even if it may
be useful to the partnership
In case of any dispute between the partners then
they go to court to settle the contract of
partnership
Except if it is prohibited every partner may enter
into a contract of sub partnership, the admission of
any other person to associate themselves however
the associate shall not be admitted into the
partnership without the consent of all the others
even if the partner who intents to bring an
associate was his appointed managing partner of
the partnership.
Another obligation of the partner is that they
should kept a book of account in the principal
place of business and it is the right of every partner
to inspect the book within reasonable hour
Partnership is based on trust that all partner shall
render on demand of full information of matters
affecting the partnership so, any partner or legal
representative of a disabled partner may demand
true and full information of all things affecting the
partnership
Every partner must account to the partnership for
any benefit and hold as trustee for it any profits
which he is derived without the consent of the
partners from any transaction connected with the
purpose of the partnership.
On the other hand, the partners should always be
prioritized the benefits of partnership capitalist
partner cannot engage for their own account any
operation which is of the same time of business as
the partnership they shall bring to the common
fund any profit accruing from such transaction and
they shall personally bear the losses
At any time, partner also shall have the right to
demand an account if they believe that the
partnership is, by the action of a partner or id a
partner is wrongfully excluded from the partnership
business.
Industrial partner cannot engaged in any business
for himself unless the partnership expressive
permit him to do so otherwise the capitalist
partner may exclude him from the firm or they may
ask for damages, on the other hand capitalist
partner cannot engaged the same kind of business
as that of the partnership, and should they do so
they shall bring into the common fund all the profits
which accrues from the transaction and shall
personally bear all the losses
SECTION 2
Art. 1810 – 1827
Rights of a Partner
One of the major rights of a partner is his property
rights.
When there is a partnership, the partnership
becomes a co-owner with respect to all specific
partnership property and being a co-owner, it
means partially owns the partnership property
there he will have equal rights.
He has the right to possess and one of the rights of
owner is that also have the right to assign, meaning
to say to let other person use the property
However, a partnership property is not subject to
legal support, means legal support for their family
There are two exemptions the first one is the
partnership property cannot be used for execution
of personal death of a partner and it also cannot
be used for legal support
A partner’s interest in the partnership is share in a
profit
Being a co-owner has the right to assign his share
property to another person called transfer of right
If a partner conveys his all interests in the
partnership, it may result to the continuation of the
partnership or the dissolution of the partnership
depends upon a partner, however the assignee who
actually is a third person or a stranger to the
original contract of the partnership, the assignee
cannot interfere in the management of the
partnership business he also is not allowed to
access information on the accounting books of the
partnership and he cannot even inspect the
partnership books. The assignee is to receive the
profit in case of dissolution he shall get his interest
and only his dissolution may he request for an
account which should be agreed upon by all the
partners
One of the contracts entered into by a partner in a
contract of partnership also creates his obligation to
third person that is why every partner has to
operate under a firm name which may or may not
include the name of the partners. in fact, those
persons who are not member but whose name is
included in the partnership name shall be liable as
a partner
The liability of the partners shall be PRO RATA in all
their property and after all the partnership asset
has been exhausted for the contract entered into
the name of the partnership.
Being a partner automatically the partner becomes
an agent of the partnership so any act of every
partner for the carrying out of the business of the
partnership shall bind the partnership unless the
partnership currently acts without any authority
therefore if does not bind the partnership
To establish the barrier, the partnership any
partner cannot enter into the following contract
without the consent or authority of the other
partners. these are enumerated in art. 1818 – shall
not bind the partnership to persons having
knowledge of the frustration so a partner is an
agent of a partnership so therefore he can act on
any matters will carry out the business of the
partnership, he can make any act of ownership
however any act of the partner does not bind the
partnership if the third person knows about.
Any losses which the partnership may incur by the
any acts of the partnership of the partners in the
ordinary course of business – meaning in the
absence of any fraud or negligence he shall bind
the partnership
The partnership is bound to make good to the laws
where one of a partner acts within the scope of his
authority or when the partnership is in the course
of its business receives money or property for a
third person and that money of property is
misapplied by any partner while it is the partnership
– meaning to say the partners cannot make an
excuse they cannot be liable because they do not
know, all the acts of the partner shall bind the
partnership s