III. Rights of a Partner Flashcards
What are the rights of a partner?
- To associate another in his share (Art. 1804);
- To access, inspect and copy partnership books (Art. 1805);
- To have a formal account (Art. 1809, 1842, 1807);
- Property rights - Art. 1810
- To possess specific partnership property (Art. 1811);
- To convery partnership interest (Art. 1812, 1813);
- To ask for dissolution Art. 1830(2), 1831
May a partner associate another person in his share?
Yes, that is a contract of subpartnership. Art. 1804. Every partner may associate another person with him in his share, but the associate shall not be admitted into the partnership without the consent of all the other partners, even i the partner having an associate should be a manager.
What is the partner’s rights regarding the partnership books?
- The partner has the rights to access, inspect, and copy the partnership books.
- Art. 1805. The partnership books shall be kept, subject to any agreement between the partners, at the principal place of business of the partnership, and every partner shall at any reasonable hour have access to and may inspect and copy any of them.
When will the partners have a right to a formal account as to partnership affairs?
Art. 1809. Any partner shall have the right to a formal account as to partnership affairs:
(1) If he is wrongfully excluded from the partnership business or possession of its property by his co-partners;
(2) If the right exists under the terms of any agreement;
(3) As provided by Article 1807;
(4) Whenever other circumstances render it just and reasonable.
To whom shall the right to an account accrue?
Art. 1842. The right to an account of his interest shall accrue to any partner, or his legal representative as against the winding up partners or the surviving partners or the person or partnership continuing the business, at the date of dissolution, in the absence of any agreement to the contrary.
What obligation is corollary to the partner’s right for an account of the partnership?
Obligation to render account. Art. 1807. Every appertain must account to the partnership for any benefit, and hold as trustee for it any profits derived by him without the consent of the other partners from any transaction connected with the formation, conduct, or liquidation of the partnership or from any use by him of its property.
What are the property rights of the partners?
Art. 1810. The property rights of a partner are:
(1) His rights in specific partnership property;
(2) His interest in the partnership; and
(3) His right to participate in the management. (n)
What is the relationship of the partner with his partner in reference to specific partnership property?
Co-owner. Art. 1811 par. 1. A partner is co-owner with his partners of specific partnership property.
What are the incidents of co-ownership in the co-ownership of specific partnership property by partners?
(1) A partner, subject to the provisions of this Title and to any agreement between the partners, has an equal right with his partners to possess specific partnership property for partnership purposes; but he has no right to possess such property for any other purpose without the consent of his partners;
(2) A partner’s right in specific partnership property is not assignable except in connection with the assignment of rights of all the partners in the same property;
(3) A partner’s right in specific partnership property is not subject to attachment or execution, except on a claim against the partnership. When partnership property is attached for a partnership debt, the partners, or any of them, or the representatives of a deceased partner, cannot claim any right under the homestead or exemption laws.
(4) A partner’s right in specific partnership property is not subject to legal support under Article 291.
What is the partner’s interest in the partnership?
Art. 1812. A partner’s interest in the partnership is his share of the profits and surplus.
Does the conveyance by a partner of his whole interest in the partnership dissolve the partnership?
No. Art. 1813. A conveyance by a partner of his whole interest in the partnership does not of itself dissolve the partnership.
Does the conveyance by a partner of his whole interest in the partnership entitle the assignee to interfere in the management or administration of the partnership business or affairs, or to require any information or account of partnership transactions, or to inspect the partnership books?
No. Art. 1813. A conveyance by a partner of his whole interest in the partnership does not of itself dissolve the partnership, or, as against the other partners in the absence of agreement, entitle the assignee to interfere in the management or administration of the partnership business or affairs, or to require any information or account of partnership transactions, or to inspect the partnership books.
What is the right of the assignee in case the partner conveys his whole interest in the partnership?
Art. 1813. [The assignment] merely entitles the assignee to receive in accordance with his contract the profits to which the assigning partners would otherwise be entitle.d However, in case of fraud in the management of the partnership, the assignee may avail himself of the usual remedies.
Is the assignee entitled to receive the assignor’s interest in case of dissolution?
Yes. Under Art. 1813 par. 2. In case of a dissolution of the partnership, the assignee is entitled to receive his assignor’s interest and may require an account from the date only of the last account agreed to by all the partners.
Does a partner have the right to dissolve the partnership even if it is against the agreement between the partners?
Yes. Under Art. 1830 (2), “Dissolution is caused: […] (2) In contravention of the agreement between the partners, where the circumstances do not permit a dissolution under any other provision of this article, by the express will of any partner at any time.”
