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partnership Flashcards

(138 cards)

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1
Q

what is a partnership?

A

by the contract of partnership, two or more people binds themselves to contribute money, property, or industry into a common fund. with the intention of dividing the profit amongst themselves

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2
Q

characteristics of a partnership?

A

consensual
nominate
unilateral
onerous
commutative
principal
preparatory

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3
Q

essential features of a partnership

A

-there must be a valid contract
-the parties must have legal capacity to enter into a contract
- there must be a mutual contribution of, property, or industry
- the main objective must be to gain profit and divide the same between the partners

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4
Q

what is the GR when entering a contract?

A

anyone can enter into a contract

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5
Q

who cannot enter into a universal partnership?

A

those who are prohibited from giving any donation or advantage to each other

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6
Q

who cannot enter into a contract?

A

-demented/ insane person
-deaf person who does not know how to write
-those suffering from civil interdiction
-incompetent under guardianship
-unemancipated minors

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7
Q

capacity of partnership/ corporation to be a partner?

A

-partnership can be a partner in another partnership
- corporation cannot be a partner, unless authorized by law

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8
Q

exception of the capacity of a partnership/ corporation to be a partner?

A

joint venture

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9
Q

what happens when there is no contribution?

A

the partnership is void/ no partnership

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10
Q

failure to comply with contribution?

A

still valid, may compel specific performance

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11
Q

forms of contributions?

A

money
property
industry

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12
Q

legality of object

A

must not be contrary to article 1306, law, morals, good custom, public order, public policy

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13
Q

stipulation for sharing of losses

A

stipulation is void, partnership is valid

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14
Q

juridical person

A

can enter into a contract
can purchase property
can incur obligations

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15
Q

two kinds of person

A

-juridical
-natural

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16
Q

kinds of juridical person

A

private
public

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17
Q

examples of public juridical person

A

cities, municipalities, provinces

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18
Q

examples of private juridical person

A

partnership, corporation

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19
Q

effect of juridical personality

A

-insolvency of a partner does not mean insolvency of the partnership
- may enter into a contract, sue, or be sued
- death of one of the partners is not a ground for a dismissal of a pending suit against partnership
-partners cannot be held liable for the obligations of the partnership

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20
Q

failure to comply with the statutory requirements

A

*1772/ 3,000 capital- valid
*1773/ immovable inventory- void
*1775/ secret partnership- no juridical personality

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21
Q

determining whether a partnership exists

A

*persons who are not partners as to each other are not partners as to third person
*co-ownership/co-possession does not make a partnership
*sharing of gross returns does not establish a partnership
* receipt of share of the profits is prima facie evidence of being a partner

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22
Q

exception to prima facie evidence

A
  • wage/ rent
    *Annuity
    *debt by instalment
    *interest on a loan
    *consideration from sale
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23
Q

what is conjugal partnership of gains

A
  • partnership formed by the marriage of husband and wife by virtue of which, they place in a common fund the fruits and income from their separate properties
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24
Q

consequences of unlawful partnership

A

*void ab initio
*profits shall be confiscated in favor of the government
* instruments/ tools/ equipment’s used for the crime shall be forfeited in favor of the government
* contributions of the partners will not be confiscated unless they fall under no. 3

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25
GR for the form of the partnership
no form is required
26
exception to the form of a partnership
immovable properties with inventory certificate of limited partnership partnership with 3,000 capital or more
27
req. of immovable properties
*public instrument * inventory of the property contributed, mist be made, signed and attach to the public instrument
28
req. of capital of 3,000 or more
- public instrument - registered to the SEC
29
what happens if 1772 is not complied
valid
30
what happens if 1773 is not complied
void
31
classifications of partnership as to subject matter
*universal *particular
32
as to the duration
* partnership at will *partnership with a fixed term
33
as to the liability of the partners
*general partnership * limited partnership
34
as to the legality
* partnership de jure *partnership de facto
35
as to representation
* ordinary *ostensible
36
as to publicity
* open *secret
37
as to purpose
*commercial *professional
38
partners as to contribution
capitalist industrial
39
partner as to liability
general limited
40
partner as to nature of management
managing liquidating
41
partner as to knowledge to public
secret ostensible
42
partner as to connection
real partner partner by estoppel
43
partner as to extent of participation
universal particular
44
partner as to power
silent dormant
45
partner as to time of admission
original partner newly admitted
46
partner as to withdrawal
innocent guilty
46
other kinds of partner
subpartner surviving partner retiring partner
47
universal partnership of all present property
partners contribute all the property which actually belongs to them into a common fund. transfers the ownership
48
universal partnership of profit
comprises all that the partners may acquire by their industry/ work during partnerships existence. usufruct/ right to use
49
if without stipulation as to what kind of universal partmership?
universal partnership of profit
50
what happens when persons prohibited from giving each other donations enter into a partnership?
null and void
51
which donations are void?
husband and wife between persons guilty of adultery, concubinage person guilty of the same criminal offense made to a public officer, his wife, descendants, and ascendants by reason of his office
52
where can a husband and wife enter into a partnership?
particular partnership
53
when does a partnership begin?
from the moment of the execution of the contract, unless there is stipulation
54
what is an executory contract
not yet fulfilled or particularly fulfilled
55
what is an executed contract
already executed and it has fulfilled its obligation
56
GR for the commencement and term of a partnership
partnership is made by mere consent
57
exception to the GR of the commencement and term of a partnership
future partnership
58
what is a future partnership?
partners stipulates some other date for the commencement of the partnership
59
what happens when there is a continuation beyond the fixed term?
becomes a partnership at will rights and duties of the partners remain the same as they were at such termination
60
effect of no settlement or liquidation?
prima facie evidence of a continuation of the partnership
61
GR for demand in contribution
no demand is needed
62
obligations of partners in respect to contribution
-to contribute at the beginning of the partnership -to answer for eviction in case the partnership is deprived of the determinate property contributed - to answer for the fruits of the property the contribution of which he delayed from the date they should have been contributed - to preserve said property with the diligence of a good father to a family pending delivery to partnership - to indemnify the partnership for any damage caused to it by the retention of the property
63
failure to contribute property promised?
specific perfromance
64
liability of partner for fruits of property in case of delayed
from the time the partner ought to deliver up to the time of actual delivery
65
ownership before and after delivery
before delivery- partner after delivery- partnership
66
exception of ownership after delivery?
unless given is only usufruct
67
distinction of appraisal and inventory
-appraisal is the evaluation of property -inventory is the ownership of property
68
effect of no appraisal
valid- movable and immovable
69
effect of no inventory
valid- movable property void- immovable property
70
what happens when he converted the amount to his own use
liable for interest+ damages from the time he converted
71
GR for estafa
partner cannot be liable for estafa
72
exception for estafa
money allotted for specific purpose
73
GR for the business of a industrial partner
cannot engage in business for himself
74
exception for the business of an IP
partnership expressly permits
75
consequences when IP engages in business
capitalist partner have right to damages capitalist partner may exclude him from the firm avail themselves the benefits which he may acquire in violation of this provision
76
GR for contribution
contribute equal shares to the capital
77
exception to the GR of contribution
stipulation
78
GR for additional contribution
no need for additional contribution
79
exception for the GR for additional contribution
imminent loss
80
what happens if a capitalist P refuses to make additional contribution?
obliged to sell his interest to other partners
81
requisites for the application of selling his interest
-there is imminent loss - majority of the capitalist are of the opinion that an additional contribution is needed - capital partner refuses to give additional contribution - no agreement that even in case of imminent loss the partners are not obliged to contribute
82
exception to imminent loss
-IP - stipulation - partner is insolvent
83
who gets the payment if a person owes the MP and partnership
based on receipt - name of MP: bot proportionately - name of the partnership: partnership only
84
exception to the payment of receipt
- not a MP - most onerous - not yet due
85
requisites for the payment of two credits
- exists two debts - both are demandable - partner who collects is authorized to manage
86
requisites if the partner receives his share of a credit then debtor becomes insolvent
- received his part of the share whole or in part - partners have not collected their shares - partnership debtor has become insolvent
87
GR for compensation of damages
cannot compensate with the profit and benefit which he may have earnedfor the partnership
88
exception for GR for compensation of damages
unusual profits
89
effect of unusual profits
equitably lessened by the court
90
res perit domino
the thing perishes with the owner
91
prima facie
at first sight
92
dissolution effect if ownership is transferred
partnership bears the loss
93
dissolution effect if usufruct is transferred
partner bears the loss
94
responsibility of the partnership to the partners
-refund amounts disbursed by him + interest; existing debt - answer to each partner for the obligation he may have contracted in good faith; new debt - answer for risks in consequence of management
95
GR for distribution of profits
profit sharing stipulation
96
exception to GR for distribution of profits
if no stipulation, capital contribution
97
GR for distribution of losses
loss sharing stipulation
98
exception to the GR for loses
profit sharing
99
exception to the exception for the GR for loses
capital ccontribution
100
GR for the profit of IP
stipulation
101
exception to the GR for the profits of IP
no stipulation, just and equitable
102
GR for the profit if also CP
stipulation
103
exception to the GR for the profit if also CP
capital contribution+ just and equitable
104
GR for TP deciding profit and loss sharing
TP cannot decide in the profit and loss hsraing
105
Exception for the GR for TP deciding the profit and loss sharing
partners allowed TP to designate profit and loss sharing
106
Exception to the exception for the Gr for TP deciding the profit and loss sharing
manifestly inequitable
107
GR for the TP decision in profit and loss sharing
partner cannot complain/ question
108
exception to the GR for the TP decision in profit and loss sharing
manifestly inequitable
109
exception to the exception to the GR for the TP decision in profit and loss sharing
- 3 months has elapsed - partner began to execute the decision
110
stipulation where one excludes form share of profit/ loss
void
111
if stipulation for profit/loss was made after the creation
stipulation void, partnership valid (pactum leonina)
112
if stipulation for profit/loss was made at the start
partnership is void
113
controlling interest
one with the highest capital contribution
114
majority of the partners
higher number of partner
115
can a MP be removed
if TP- yes, immediately depends on when he was appointed
116
GR when MP was appointed from the start
irrevocable
117
exception to the GR when MP was appointed from the start
allowed: just and lawful case vote of the controlling interest
118
Mp appointed after creation
revocable anytime
119
other name for acts of adm
acts in the usual course of the business
120
other name for act of ownership
act of alteration/ strict dominion
121
GR for acts of admin
MP can do acts of admin
122
exception for the GR for acts of admin
opposition, decision of majority of mp
123
exception to the exception for the gr for acts of admin
in case of tie, controlling interest
124
GR when MP is not appointed
all partners are assumed to be MP
125
GR for acts of ownership
Unanimous consent of all partners
126
exception to the GR for the acts of ownership
the refusal of consent is manifestly prejudicial to the interest of the partnership
127
GR for where to keep partnership books
stipulation
128
exception to the GR for where to keep partnership books
principal place of business of the partnership
130
Rights given to assignee
Can receive profit Has remedies if there is fraud in management Can receive account of partnership
131
Rights not given to assignee
Cannot manage Cannot inspect partnership books Cannot ask for infrmation
132
Charging order
Order by the court attaching the interest of the partner to pay for debt unpaid
133
Part ers interest
Share of the profits or surplus
134
Requisites of assignment of partners whole interest
Selling it to tp Donating to tp Using it as a security for loan
135
Acts of ownerships (general)
Assign the partnership property Dispose of the goodwill Do any other act Confess a judgement
136
Acts of ownership (limited
Possess partnership property Do any other act Confess a judgement
137
Rights if limited
Ask for contribution without dissolving the partnership Receive profits ahead of time
138
I

Partnership (2 decks)

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