SOCIETAS - contract of partnership Flashcards
(14 cards)
characteristics of SOCIETAS
- two or more persons unite to pursue a common economic goal
- the partners jointly conudct business in order to achieve the specified aim of the partnership
- agreement specifies the goal
- duties of the parties are to be determined by bona fides
- it’s merely a contractual association - it only affects the internal relations between parties
claim?
ACTIO PRO SOCIO
how are contributions of the parties established? which kind isn’t allowed?
- contributions, shares in profit and losses are laid down in the agreement
- in case of doubt = equal shares
- NOT ALLOWED: one partner only participates in losses and the other one in profits
liability of the partners
- DOLUS, CUPLA, sometimes CUSTODIA
- each partner’s diligence is measured against that which he usually exhibits with regard to his own affairs = subjective standard
- the SOCIUS is only condemned to pay as much as he can afford = privilege
- if a partner’s negligence causes losses, he may not balance them out with a special profit in another area
what happens if a partner incurs losses without negligence or fault ?
treated as a joint loss, losses, like profits, are borne jointly
(ACTIO PRO SOCIO by the person who incurred losses for half of them)
how about risks typically associated with the business purpose?
the extent to which the risks are borne jointly arises from the kind of partnership and its aim
how can a partnership end?
a. termination
b. death or insolvency of one of the partners
c. when the aim is achieved
d. when the aim is impossible to achieved
e. when the time limit expires
termination
- each of the partners is free to renounce his share
- must not breach bona fides
- untimely termination is not permitted, if it happens the person has to compensate for all the losses
- in case of limited-time partnerships, premature ending is only permitted in cases of important reasons
which kinds of arrangements are there with regard to making a contribution of an asset by a partner?
a) the partner retains ownership and the societas may just use the asset
b) the partner retains ownership in relation to third parties but it’s regarded as part of partnership assets, upon dissolution the item becomes shared between parties according to the set rules
c) joint ownership is transferred to all partners
can an asset be possessed by the societas as such?
NO! the societas would’ve had to have legal personality which it doesn’t - the assets are owned by individual partners or jointly by some/all of them
do partners have claims under the agreement of partnership once it’s dissolved?
no, they don’t have any claims once the partnership is resolved and accounts are settled
how are assets jointly owned by the partners partioned?
ACTIO COMMUNI DIVIDUNDO
