eS a sha il pores rights of partnering mee tae PPT nei? xt acquired by an assign : f rey ees or a inte ION 3. — Obligations of the Partners with pee tr Regard to Third Persons. Regia ar te only ights acquired By sag g ™ ART. 1815. Every partnership shall operate assignee o ' consideredasthe extent ofa ‘under a firm name, which may or may not include 4. Watisconsid partes Mm st =e neem wh mo : interest ina parterhip? ‘Those who, not being members of the part- a. certo cana prenctoe sate "Explain or stat brie the rue or reason FO Yue 'be subject to the liability of a partner. (n) hig 42 2 pares in ap which owns a prc of lind. May X transfers his might 28 partner to said property 0? 2. Same patieship.X lable to Wh Gf ited « coat judgment agsinet X fOr of mene: What remedy is given by law tisfacton of his cit aguintX? lem. Wha ‘the meres ofthe par Yeniz ar — 009 —Pesan aan ‘OgLIGATIONS OF THE PARTNERS ‘tigaona te Partners with Rear to Ti Pens EXAMPLE: ‘A, who rtrd a a member of partnership X executed 2 to choos? : legacy tothe partnership then composed of B,C, and D. Afew Right of pains year later, A died A the ime of his death, the tiem nae ‘as composed of EF and G the former members having Pe The firm name of 2 PUTER all the partners, of Geceased A. The partnership was continued by agreement of dividual prt the OTE more of the members the parties whenever thee was a change in membership, surname of oe o eC npan” oF it may Consist of "The legacy vets in prtoesipX, potting that sith heaton of “and Cor the names OF any 9 ~ Band Gwereunknovento A during his lifetime, tay’ Ind ames ly ii lanier tilde nape pears! themembers (65C}S-47-88) im sine — The partnership fa (0) Use of isha hip may acdopt any nme iiss a Long 28 isnot identical or deceptively similar a name which Was Br acdpred by any oe entity, or interfere with the thers, or contrary 1 oA (2) Use of names of dened persons. — The Court has ruled that» purtnership cannot continue 19 fn its fm name the names of deceased partners fOr sue will run count yA 815, n fact, Article 18 ‘ordain that a patineship is dissolved by the death 6 Bare It isc inh aor provision that im nane of prnechip must he be the Partners an inthe case of non partners, should Bal Fesons wha cine sijcct ie th Peon Athy cme oC he a ‘as "Sycip, Salazar ete" or, Rey Ozaeta, Romulo, ete,” 925 The above ruling 1 of Comme the Bure Industry) Ao ong appt’! % considered abancil Profesional Responstiiia 7 ist 2 of the Code! Gok fan 2 on a ep re its commu; hat thy ne of ad ta ‘e firm indicat deceased,”ps! obigat iabolit for contract ce eat oe dea we or PS pl abe 1h tte ha ee Ce AK A The general eae fst pareners able fre > partnership. er a ae paste As hy — A partner, however, Ju shown to have derived benefits from i Nature of individual abit the rule that the partners, singe ar lable to creditors of the ons coniracted in the name and wl member of the firm, The ol bl ~ AS used in the law, 2 mene ore see At fund sui oy S914) The fact that weed : Payment of his shar® wy is CO-Piteo vs. Yale, 8 i onioned by the ere “=r Gen. Construction tor (island Se ee ‘anime wir al the Partnership ‘ir the ht 0 make gh wa ts forthe partnership scanjevtaking in his name with thin He pert contract or make hime srinorip contact, In Such case, the wre personaly ound by his contract even if only the ‘oeLAGATIONS OF TE PARTNERS » ‘tiga the arte Rea 6 TR Fer ‘Co, 65 SCRA 554 {1975} cannot increase the lability of the _ other partners (2) Subsidiary oF secondary. — It is subsidiary because the partners become personally liable only after all the Me hership assets have been exhausted (see, however, Arts Feoe, 183, par 2: 1835, par. 2; 1840, 2nd and last Ainlessa particular partner assumes a separate obligation to Performs partnership contractor make himself solidariy fable on a partnership contract. ars), (@) Liability of industrial poriner, — Even the industrial partner who, ordinarily snot lable fr losses (At. 1797) Id have fo pay but, of course, he can recover the amount ‘paid from the capitalist partners unless there is an mt to the contrary, Neither on principle of law oF ‘ean the industrial partner be relieved from liability persons for the debis of the partnership. ILLUSTRATIVE CASE: “Facts: X company, a general partnership, purchased from ‘Aa motor vehicle on installment basis. Upon failure of the ‘Partnership to pay aninstllment, A sued it andthe five pare Pers B, C,D, E and FB failed to file an answer and was de ‘dared in default, Subsequently on motion ofA, the complaint {vas dismissed in so far as F was concemed. The rest of the {efendants failed to appear at the hearing and were declared in default. Judgment was rendered against the partnership and the four pasters B,C, D, and E-B and C moved to reconsider, ‘Sy that since there were five general partners the joint partner should not exceed ‘Issue: Should B,C, D, and E alone be held liable forthe ligation ofthe company in view of the dismissal af he com- plain with respect F? sae “Holds No. In the instant case, there were five general oe tee gen morsAmn ne the ibility of the pay ea ership partner shall Be nase on suet at avec ea aaa reais de oe Stele colo si A Io) 8 DN 19071) cocaine ne pistintion between 3 Hab17 ‘anda oss a There is & marked dsincion between a liability and q_ does. ae 1) The nab fa partvershp pay ade pry pte ine dosnt necessarily Mealy vurmertip buses, asa whol, hes been operat oat The partnership may hae oustanding, credits fhe moet my ele the pay sb which evetally maybe realized upon and terns tannic vera oat {2 Theexemption ofthe industrial industrial partner to} among te pare heres an as nothing to ails ofthe pares to thed persons. An ind partner is ot exempted frm lab ie forthe debts ofthe armen. (Conataa tea Miso 9Phil s6[iary (Compania Mat Article 1816 refers to“ 3 ier al ef “abies” while Arte therefore, no conflict two articles. Pace Manish sa Co EXAMPLE Aand 8 a cp Partner. Aan’ the partnership. cued by the parently ofp P afar gt hf P26,000.00 ‘OBLIGATIONS OF HE PARTNERS sth Partners wh Rep Td Fens firm and all the part- ‘Under Article 1816, D can sue the "The capital assets of © pers including C, the industrial partes thereby Teaving an unsate 720,000.00 shall fist be exhausted fated lability of P.00.00.D can recover the amount fom ‘A,B and jointly or D.C can recover for ‘Rand B, Under Article 1797, Psp oa smong hems - hecontry. i : conto and ‘fin the same example, the capital ‘pare P15/00.00 and P5,000.00, respectively, the absence of “hey share inthe loss of P6,000.00in proportion to seatbutions, to wit, A—3/4 or P.500.00, and B= 1/8 ‘Hence, B can recover P500.00 and C P2)000.00 ART. 1817. Any: ‘stipulation against the liability ‘preceding article shall be void, Jae Reratte aes vey ae parts re ie pi we crmpaetne rm inthe usual way’ tl a whom he is dealing has knowledge of f {hath has no such authority. An act of partner which is not 3 for the caryng on of business of the Ship the usca way des nat bind the ‘hip unless auhoriné by the other part Except when authorized by the other hor runes thy have abandoned 1088, one or mor ut ess PSS re oe us tan all te Ne debts of the Partnership; ra (2) Dispose ofthe Good Ph _npark Oe edi of the busitSto by any one of pease ints behalf and firm acing : oxi stony {999} ed under Art 18 ill & Ceron, 63 0. arlle A a ret fecha Gaiieccctoeore el the other partners aly his acts or are e8t@ aseting the prie’ ack of authority business of ti tn ” Bee and may excite such ng EERE Inother Ww NS lack of aut partners. ntoned in Article tumerated belo ruisites ingny cle partner has ng not held for ft held for ate ii Oe pet -camership (Pare. 2 Ad ys fyioecarrying on in the ip the partnership i, ther partners OF The instances of agi cplied power OF @ Paine, graph. They constitu. weed to the partners to bing on authority to third persons Ihay iz ; cig of he oppo au . tno ART 1818 oe te oral property is im {he paresis ane any partner may Convey te te such rer by conveyance exeeue inne barnes rane ut the partnership Taystcoe 8h rope ules the parthaelal ohne et under the provi of srticle 1818, oF unless Such property hasbeen ora pera 38 #2n conveyed by the gral bolder for value howto" SUCh grantee toa Er art aking te cpr that the pare ty. * has exceeded Where : " "y's nthe a interest oft "Ce executed byt one within tn *°28 the equital Provisions °vided the at Pertner under article 184 Sit ‘name, However, tiga he Parts sega 2 Tid Pesos Where ttle to real property is in the name of one oF more but not all the partners, and the record does not disclose the right of the partner ‘hip, the partners in whose name the tile stands may convey ttle to such property, but the part- nership may recover such property if the part- her's act does not bind the partnership under the provisions of the first paragraph of article 1818, Unless the purchaser of his assignee, is a holder {or value, without knowledge. Where the ttle to real property is in the name ‘of one oF more or all the partners, or in a third intrust for the partnership, a conveyance Gxecuted by a partner in the partnership name, or in his name, passes the equitable interest of the partnership, provided the act is one within the authority of the partner under the provisions ofthe first paragraph of article 18 ‘Where the ttle to real property s in the names of all the partners a conveyance executed by all the partners passes all their rights in such prop- erty. (n) Conveyance of real property of partnership. (1) Prima ace oonershipf real property. — The ownership ‘ofreal estate is rina fie that s indicated by the certificate of tile Ordinarily, title to rel property or interest therein belonging to the ‘partnership is registered in the partnership ‘snot held by the partnership although as between ‘partners there is mo question that it is partnership .. The presumption is that property . i purchased “with partnership funds belongs to the partnership unless a intent is shown. : for one reason or another, the ttle to the0) Le oes reyance of fea ° Pe io eae ee Unde te ar oe Pe ret 12 6 al eee oO Nena (@) Alb pcs (pu 5) ‘wll be noticed hat under paragraphs 1 “Ati 1819, whats conveyed stile or 0 tnder paragraphs ard what is conveyed. equiabeintem pane a eg rese exeel sincere facta ation? Em Dwwouigot A 0 coascqtons oF HE ARTES m . ‘Obligations of the Partners with Regard te Third Persons resonby PT i ot hou BY the Aah 8 Peete of another of whit olin between sons aticy as testified to by a by 2 any thing (1) Adeisions Tce against him tn Higa ees zs reother are received ABaunaS Et 2 o agent of the 2 Sotelo ttn ntti ts ee a ein a OP ferns cp od coparoe) when Such Saag ion of a parner under Arie 1820, however, the fe pach eres is atl made (4) Where however, Acted in his own name and Bo, tended the loan on the personal credit of A, any admission {fade by A isnot binding on C, the partnership, {@) Suppose inthe first example, Csaid on one occasion, in the presence of D that he received the money oF that the pateact was entered into by A with his (C's) consent, This ‘SRisment can be testified toby D inalitigaion by B against i the forme Ths, under Article 12th 129, Rule 130, Revised Rules of Court) Hence, ifin the imple given (No. 4), the existence of the partnership is aes nied, B must frst prove the same by evidence other than ee he statement of A before such statement can be used. a5 Tae mission made by a pather dence against the partnership. arvesip ony necessary (owl er makes admissions for himself or the parinership he alone shalt ip affairs, while acting moved AMO fo B in whose fal sep es 3 "0 Amslethe teen hat aS ote vs intended for Cy BNE 2 °° 8 The declarant oney was intendedioe he existence of the partnership. Thus, where A states in the in taote ence of Cthat Aisa partner in partnership X composed a inte lll ‘and C, and C remains silent, the statement may be ; isco in evidence to show that Aand C are partners. 1.3 Principal, tie ' st with “Besa cept orm — The tdi cl pres i cual tery ot ee uy eg gt a athe sta erate a tenes elas hip etc oe tt or Ssrton of fn owner deo ‘he partnasi ani srtner WhO W2 N0 lo le ee not admisigp erat ibe sivanygat of 20 Ma tes ats, and the know. ca re parcular mat papipine 2 a ny other partner ad nave Com ase ng ein oeate 28 Mlle {erties ora, commited By eet atelier: 0) his ming, andthe win reasonably cou Notice to, or knowiedge of, a partner of matter affecting partnership affairs Notice to or knowledge of any partner of any matter neship ais operates a8 a notice to or lige ofthe partnership except in case of fraud, no. we eto ‘fective communication to the Article 142 att 21 speaks of three (3) cases of ) Know a on ledge of the artner ‘lpr Nt ting in the partcul aoe ‘> comments under Artie | matter then present to his mind; and partner taste ePaper Pe (@) Knowledge of the partner acting in the particular (@) Knowledge of any other partner who reasonably Jd and should have communicated it to the acting EXAMPLES (0) ABs and C are partners in partrership X & Co. D stud an action agains X ae Co. a contact. The sevice of ‘ka of the complain made on Aol, operats a ervice'© the partnership or toall the prines. (2) A acting forthe partnership, bought» parcel of land on ee Frese ane once at he TS fe invoved ina titgation in which E aims to be the care Nevertheless, Adi not convey the information tothe seerhip, Later on E was able fo recover the land his rae Knowledges knowledge of the partnership Hence Dis notable ‘The krowodge by A may have been acquited efor he became a partner provided te same was then presen ois ae Thi provisy wolves a question of fact and may Be “Titeat to prove at such knowledge wasthen presentin AS"ea J peri commigd a. oy any wrong Sct or nat Angin the ordinary 1 any Pa, ep partners OF With ont 2 omelets ey fae cao of Ts Co not being partner in yrs oa RON ay is INCU, the te bain refor to the same extent Pace oiai a) vt) Where one paneer acting) wii the sco Ui apparent autor receives money soem ot of nd person and misapplies i and (2) Where the partnership nthe course of its business receives money or property of a third person and the monay or property so received is Imiseppied by any partner while itis in the cus toc of tho parinestp. n) ART. 1824, Al patos are lable solidarily with the partnership for everything chargeable to the partnership un {othe parmarsip under articles 1822 and 1823. ability arising from partner ‘act or omission, or breac ’s wrongful ch of trust. ue above three (3) articles ii ofthe parners and the 't 1824) for the partner's Provide forthe solids Partnership odd il hed pene Scitech sldary eta ea ae ay aaa “ted. (Civil Code) re serongl acto omission (Art 1822) 0" wy ating within the cope ofthe 1228) thon of his co-patnes. This 1 theater partners did mt partis sr edge of te ack sion (2) Different from ibility play of the primers i, ofcourse, alert aoa comet! obligations as defined in At a tay while Arie 1816, e's oun and sub Here it faerie, whe the tity in Ati 1816 r say ee rurtap cbigaions, this article covers the vil fee Poe potnersip arising from the 020 Jab ea a ay partner The actor omission is partnership andal there : Cr etetaioneat care {xing paren ofthe io aby o emo he repent vi erento then | "ted himself to be a partner or who consented to his being sepresented % arenes aid all those who made and ‘consented to such Parresentation, is joint or pro rata (pat 112}) {) When lability separate. — When there is no existing arnersip and not all but ony some of those represen Povtgrmers consented to the representabion, OF none, 2s Pyuners in an existing partnership consented touch wre taentation, then the Habit wil be seperate — ott ipe'Gerson who represented himaelf as a partner or WhO the Pied to his being represented as a partner, end those consemade and consented tothe representation, oF that only wife person who represented himself as partner. (hil) {6 Estoppel doesnot create partnership. — Tt must be em pasized that Article 1825 does not create a partners Pisin the alleged partners, Acontract, express or implied ret patial to the formation of a partnership. The lave core is seethem as partners and the association asa partnership sider to far ass favorable to thd persons by Feason of Jae quitable principle of estoppel. (McDonald ws: Nations) {City Bank of New York, 99 Phil. 156) in other words, the actual partnership is one thing and tiaility of partners is another and different thing tis 95s rani kat lability is created only in favor of persons Who, the faith of the representation, gave credit tothe» apparent partnership: aac EXAMPLES: (1) A.B, and C are partners in bhimelf as a partner in X & Co. to representation, extended credit t0X & C0. Dis a partner by estoppel. He i isan actual member ofX & CO. fall the partners A,B, and C co tion, then a partnership lability resus. therhip by estoppel: All the partnersa Ay caning paren vio onset eI encanta Nene eee Pe present, wear ae pac oe Pr out te consent oF A,B ngaee inst in rel Pay nd ica ed an existing partnership, he is liable for all aratahe time of his admission as though he was alrsocy 18 sper when such obligations were incurred. For such Bajos ability is ited to his shaein the parnessh'P Broperty unless there is stipulation tothe contrary 10) Extends to his separate property for subsequent ob tions Those who were already partners at the time when te pligations were incurred are liable with their separate ty (Art. 1616) For all the obligations accruing Sb Sor fenithout the consent of, cs Fhe representation a6 He el Lali ithe ace sha abe any re a wag Pte the admission of the new partner, all the partners = consent A wen all of them (A, BG, are liable with their separate ies. ewth ec e Ty a PA a sparate properti Rights of existing and subsequent sj ethe presentation, separate Tiabil creditor only A coset oh At And D- OF course, HD is repre, It therefore, results that existing and subsequent cred, A ar ancesig non-existing partnership tore have equal Fights as against P ip property, and wthoet his consent es tablet E oa enya ofthe previously exeing members of he ral ecu eo tng partnership Fp while only subsequent creditors have rights sompe Not thoes nocanen by all the members of an ing utenti Bap.) ts the jot at oF oD faton ofthe person acing and he persons consenting, to the scarey) Liability of incom cbiigatins. Her existing | i) ime i si obligations. — When pe Pes—— rat shuns ofA Band (1 shar of 4/3401 PD) anda abl ar 26470 each to D forthe ex SAB. ces 74 ART. 1827. The creditors of the partnership shall be prefered to those of each partner as regards the partnership property. Without preju- dice to this right, the pvate creditors of each are may ake atachment and public le ofthe shar of he latter in the partnership assets.) Proference of partnership creditors sent gy )o Pato E for this obligation ie pane among os oe Cea abalone ie ice co Ty oul eat 12 the deere in partnership property, bers com roar comers Partner or his cred ast dg itors, een There would be no. en and fe ay er ity 25 ollows aed by the peel ee se at ae hea ‘hf P6000) —P1,764.70 each | Pm 88 tween PI500.00 and P705 88 catia Paar ep a Tid ans Remedy of private creditors ‘ofa partner. {Without prejudice to the right to preference of partner: ship creditors, the creditors of each partner may ask for the sMtzchment and public sale ofthe share of the latter im the partnership asses, (Art, 1814) Such share really belongs f° the partner (Art 1812) "The purchaser at the public sale does not become a partner. (Arts. 1767, 1813) EXAMPLE: ‘A,B, and C ave partners in a partnership known a8 X & Co. They contributed equally to the partnership. As they ave no stipulation regarding the share of each partner in the profits, they share equally in the partnership assets, namely P/a. After a year of operation, the assets of the partnership mounted to P40,000.00, Ibis indebted to D in the amount of 1728 000.00. Bis a separate creditor of A for P6,000.00, ‘The different claims shall be settled as follows:eae st and in vaciot> —_atipcninue 0 use ite Tne wis ame therame Pe pens solidarily r 2 pts pens? “ a prer in PATtersip Explain. 3 can se eld liable as aps@° inl nr Gre de de prec the Nabil oAl pater for prtetip co ML Problems pine ste i thelr reason for your | ae i 1X Y-and 2 are partners engaged in the grocery busines. Exh contributed P50,000. Tt was Stipulated thatthe labity of X shall not exceed f capital contribution. After partnership assets have b a i 'P12000.00in favor of W. Settle the rights of the 2 Sane presi. Is the sale of the automo i bile of the parteship by X who isthe manager of Prtership binding on he parinership? OBLIGATIONS OF THEPARTNERS (blaine ans wth Ran Tid Peis ‘of W. Compute the liability of the X, ¥; and Z in ease the obligation was contracted, (a) before X was admitted; ()_afterX was admitted. 0o—