1767-1783

Question 1

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.

Answer 1

Contract of Partnership

Question 2

Two or more persons may also form a partnership for the exercise of a profession.

Answer 2

General Professional Partnership

Question 3

It is a group of men pursuing a learned art as a common calling in the spirit of public service.

Answer 3

Profession

Question 4

Essential Requisites of a Contract of Partnership

Answer 4

• There must be a VALID CONTRACT
• There must be a CONTRIBUTION OF MONEY, PROPERTY, OR INDUSTRY to a common fund
• The partnership must be ORGANIZED FOR GAIN OR PROFIT
• The partnership should HAVE A LAWFUL OBJECT OR PURPOSE, and must established for the common benefit or interest of the partners.

Question 5

What is the FIRST TEST to determine the existence of a partnership?

Answer 5

Determine whether or not therre is an AGREEMENT TO CONTRIBUTE money, property or industry.

Question 6

What is the SECOND TEST to determine the existence of a partnership?

Answer 6

Determine whether or not there is an INTENT OF THE CONTRACTING PARTIES to divide the profits among themselves.

Question 7

What are the requisites to be considered a JURIDICAL PERSONALITY?

Answer 7

• Two or more persons bind themselves to contribute money, property or industry to a common fund
• Intention on the part of the partners to divide the profits among themselves.

Question 8

Characteristic of a Contract of Partnership

Answer 8

• Consensual
• Commutative
• Principal
• Bilateral
• Onerous
• Nominate
• Preparatory

Question 9

Perfected by mere consent; partners had a meeting of minds.

Answer 9

Consensual

Question 10

Contribution of each partner considered as equivalent of the contribution of the other partners.

Answer 10

Commutative

Question 11

Does no depend on other contracts for its existence; can stand alone.

Answer 11

Principal

Question 12

Entered by two or more persons.

Answer 12

Bilateral

Question 13

Each partner must contribute money, property, or industry; can contribute one, some, or all of these.

Answer 13

Onerous

Question 14

Has a name in law.

Answer 14

Nominate

Question 15

Contract in preparation for another contract or contracts.

Answer 15

Preparatory

Question 16

Medium of exchange authorized or adapted by a government as part of its currency.

Answer 16

Money

Question 17

Any external thing over which the rights of possession, use, and enjoyment are exercised.

Answer 17

Property

Question 18

Diligence in the performance of a task; a particular form or branch of productive labor.

Answer 18

Industry

Question 19

Exists when two or more persons agree to place their money, effects, labor, and skill in lawful commerce, or business, with the understanding that there shall be a proportionate sharing of the profits and losses between them.

Answer 19

Partnership

Question 20

Form of partnership; generally governed by the law on partnership

Answer 20

Joint Venture

Question 21

The right to choose with whom a person wishes to associate himself = foundation and essence of partnership.

Answer 21

Doctrine of Delectus Personae

Question 22

An entity created by law and given certain legal rights and duties of a human being.

Answer 22

Artificial Person / Juridical Person

Question 23

What rules should be applied in determining whether a partnership exists?

Answer 23

R#1: Person who are not partners as to each other are not partners as to third persons.

R#2: Co-ownership or co-possession does not itself establish a partnership.

R#3: The sharing of gross returns does not of itself establish a partnership.

R#4: : The receipt by a person of a share of the profits of a business is prima facie evidence that he is a partner in the business.

Question 24

Sufficient to establish a fact or raise a presumption unless disproved or rebutted.

True on first examination, even though it may later be proved to be untrue.

Answer 24

Prima Facie

Question 25

Exceptions to Rule 4

Answer 25

- As a DEBT by installments or otherwise. - As WAGES of an employee or rent to a landlord. - As an ANNUITY to a widow or representative of a deceased partners. - As an INTEREST of a loan. - As the consideration for the sale of a GOODWILL of a business or other party.

Question 26

Object and purpose of a partnership must be: - Within the commerce of man - Not impossible - Not contrary to law, morals, good customs, public order, or policy

Answer 26

Lawful Object or Purpose

Question 27

Effects of Unlawful Partnership

Answer 27

- The contract is void from the very beginning. - The profits shall be confiscated in favor of the government. - The instrument or tools and proceeds of the crime shall be forfeited in favor of the government. - The contribution of the partners shall be confiscated unless they fall under no. 3.

Question 28

Form of Contract of Partnership (General Rule)

Answer 28

No form is required; the contract may be oral or in writing.

Question 29

Form of Contract of Partnership (Exception)

Answer 29

- If real properties or real rights in real properties are contributed regardless of the value. - Public instrument is needed, otherwise the contract of partnership is void.

Question 30

Right that is connected with a thing rather than a person. Include ownership, use, habitation, usufruct, predial servitude, pledge, and real mortgage.

Answer 30

Real Rights

Question 31

Document prepared by a notary public in the presence of the parties who sign it before witnesses.

Answer 31

Public Instrument

Question 32

Partnership having a capital of P3,000 or MORE (personal property only)

Answer 32

- Must appear in a public instrument and must be recorded in the office of the SEC - Non-compliance will not make the contact void; contract is still valid

Question 33

Partnership having a capital of BELOW P3,000 (personal property only)

Answer 33

No form is required; may be verbal

Question 34

Set a condition for the issuance of licenses to engage in business or trade.

Answer 34

Purpose of Registration

Question 35

Whenever there is immovable property, the contract of partnership is ____.

Answer 35

Void

Question 36

What is the intention of Article 1773?

Answer 36

- To protect third persons. - The execution of a public instrument would be useless if there is no inventory of the property contributed.

Question 37

Any immovable property or any interest therein may be acquired in the ___________ ____.

Answer 37

Partnership Name

Question 38

TRUE or FALSE: Associations and societies, whose article are kept secret among the members, and wherein any one of the members may contract in his own name with third person, shall have juridical personality, and shall be governed by the provision relating to co-ownership

Answer 38

FALSE, shall have NO juridical personality

Question 39

Partners contribute all the property which actually belong to them to a common fund, with the intention of dividing the same among themselves, as well as all the profits which they may acquire therewith.

Answer 39

Universal Partnership of all Present Property

Question 40

Comprises all that the partners may acquire by their industry or work during the existence of the partnership

Answer 40

Universal Partnership of all Profits

Question 41

Has for its object determinate things, their use or fruits, or specific undertaking, or the exercise of a profession or vocation.

Answer 41

Particular Partnership

Question 42

All partners are general partners. Liable up to the extent of their separate properties after the assets of the partnership have been exhausted

Answer 42

General Partnership

Question 43

At least one general partner and one limited partner - general partner = liable beyond his contribution - limited partner = liable only to the extent of his contribution

Answer 43

Limited Partnership

Question 44

There is no fixed term or it is not formed for a particular undertaking.

Answer 44

Partnership at wil

Question 45

The life or period of existence of the partnership has been agreed upon by the partners.

Answer 45

Partnership with a fixed term

Question 46

Will exist until the purpose is accomplished.

Answer 46

Partnership for a particular undertaking

Question 47

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.

Answer 47

Ordinary Partnership

Question 48

Persons, by words spoken or written or by conduct, represent themselves, or consent to another representing them to anyone, as partners in an existing partnership or with one or more persons not actual partners.

Answer 48

Partnership by estoppel

Question 49

Complied with all the legal requirements for its creation.

Answer 49

De jure Partnership

Question 50

Has not complied with all the legal requirements for its creation

Answer 50

De facto Partnership

Question 51

The contributions of the partners are:

Answer 51

- All the properties actually belonging to the partners. - The profits acquired with said properties.

Question 52

What types of property acquisitions cannot be included in the stipulation, except for their fruits?

Answer 52

Inheritance, legacy, or donation

Question 53

Future properties cannot be included because:

Answer 53

- As a rule, contracts regarding successional rights cannot be made. - A partnership demands that the contributed things be determinate, known, and certain. - A universal partnership of all present properties really implies a donation, and it is well-known that generally, future property cannot be donated.

Question 54

Universal Partnership of all Present Property (At the time of constitution of the partnership)

Answer 54

GR: Only the profits of said contributed property become common property but not profits arising from other property of the partners. EXPN: If stipulated the profits from other property of the partners may become common.

Question 55

Universal Partnership of profits (During the existence of the partnership)

Answer 55

All profits acquired through the “industry” or “work” of the partners become common property.

Question 56

Presumption in favor of universal partnership of profits

Answer 56

The universal partnership of profits imposes LESS OBLIGATION because their real and personal properties are retained by them in naked ownership.

Question 57

Persons who cannot enter into a universal partnership

Answer 57

- Legally married spouses - Husband and wife without a valid marriage - Guilty of adultery or concubinage at the time of the donation - Guilty of the same criminal offense - A person or persons and a public officer or his wife, descendant, and ascendants, by reason of his office.