POLYTECHNIC UNIVERSITY OF THE PHILIPPINES

COLLEGE OF LAW

SYLLABUS ON AGENCY, TRUSTS, AND PARTNERSHIP

1st Semester, SY 2018-2019

Prepared By:

Anne Lorraine T. Diokno

TOPICS FOR DISCUSSION

I. PARTNERSHIP

A. HISTORICAL BACKGROUND
B. THE NATURE OF PARTNERSHIP

1. Definition
2. Elements

a. Common Fund
b. Profits
c. Characteristics

i. Lawful Purpose and Common Benefit

ii. Separate Juridical Personality

C. RULES TO DETERMINE EXISTENCE

1. In general

a. No One Factor
b. Intent of the parties

2. Specific rules

a. Person not partners to each other not partners to third persons

b. Co-ownership does not of itself establish a partnership
c. Sharing of gross return does not establish a partnership
d. Receipt of profits prima facie evidence of being a partner
D. FORMAL REQUIREMENTS

1. In general
2. Corporation as Partners
3. Partnership Term
4. Partnership purpose
5. Firm Name

E. KINDS OF PARTNERSHIP

1. Universal Partnership

a. Universal partnership of present property

b. Universal partnership of profits
c. Particular partnership

2. General and Limited Partnership

3. Professional Partnership
4. Partnership by Estoppel
5. Joint Venture

F. RIGHTS OF PARTNERS

1. Partners in General

a. Mutual Agency

i. General Rule
ii. Exceptions

b. Share in profits
c. Right to associate another/authorize admission
d. Access to books and information
e. Formal account
f. Property rights

i. Right to specific partnership property

ii. Interest in the partnership
iii. Right to participate in the management

g. Conveyance of property in partnership name

2. Right of Managing Partner

G. OBLIGATIONS OF PARTNERS

1. Partners in general

a. Contribution

i. Sum of Money
ii. Specific and determinate things
iii. Goods

b. Additional Capital
c. Alteration in immovable property
d. Bring to partnership capital credit received
e. Responsible for damages suffered by the partnership
f. Bear risk of loss of specific and determinate things
g. Share in losses
h. Account for benefits
i. Liable for partnership contracts
j. Solidarily liable with the partnership for wrongful acts or
omission

2. New Partners
3. Industrial Partners
4. Managing Partners

a. Application of sums received

b. Concurrence of other managing partners

5. Capitalist Partner

H. OBLIGATIONS OF THE PARTNERSHIP

1. Bound by authorized acts of partners

2. Bear risk of certain types of contribution
3. Repay disbursement of partners
4. Bound by admission or representation
5. Bound by notice of partner
6. Liability for loss or injury
7. Misapplication of funds

I. ENDING THE PARTNERSHIP

1. Dissolution

a. Meaning and effect

 b. Causes

i. Without violating the partnership agreement

ii. In contravention of the partnership agreement
iii. By operation of law
iv. By decree of court

c. Consequences of dissolution

i. Continuation until winding up

ii. Termination of authority to act for partnership
iii. Discharge of liabilities
iv. Election to continue the business

 Dissolution not due to wrongful causes

 Dissolution due to wrongful causes

v. Liability of person/partnership continuing the

business

d. Rights of partners upon dissolution

i. Right to wind up
ii. Right to damages/continue business on wrongful
dissolution
iii. Right to lien or retention, stand in place of creditor, to
be indemnified
iv. Right of retiring/deceased partner
v. Right to account

2. Winding up and Liquidation

a. Meaning of winding up
b, The Right to wind up
c. The liquidating partner
d. Period for winding up
e. Rules on settling accounts
f. Right of creditors
g. Right of expelled partner

J. LIMITED PARTNERSHIP

1. Source of Limited Partnership Law

2. Purpose of Limited Parterships
 3. Definition and Formation
4. Corporation as partner
5. The certificate

a. Liability for false statement

b. Cancellation and Amendment

6. The partnership name

7. Limited partner

a. Contribution
b. Liability

i. In general
ii. To the partnership
iii. Additional Limited Partners

c. Rights of a limited partner

i. In common with a general partner

ii. Loan money from/transact business with partnership
iii. Return of contribution
iv. To dissolve
v. Share of profits
vi. Assignment of interest
vii. Immunity from suit against the partnership

d. Effect of death
e. Charging interest

8. Person erroneously believing he is a partner

9. General partner
10. Limited and general partner
11. Dissolution
12. Preference of credits

II. AGENCY

K. PURPOSE AND DEFINITION

3. Purpose
4. Definition

d. Legal Relationship
e. Contract
L. ELEMENTS OF AGENCY

M. EFFECTS OF AGENCY

6. Authority to act
7. Agent not a real-party-in-interest
8. Notice to agent is notice to the principal
9. Bad faith of the agent is bad faith to the principal
10. Extinguishment by Death

N. NATURE OF AGENCY

6. Distinctions between General Agency and Agency Couched in General

Terms

d. As to Scope: General Agency

e. As to Authority: Agency Couched in General Terms

7. Distinctions between Special Agency and Agency Couched in Specific

Terms

a. As to Scope: Special Agency

b. As to Authority: Special Power of Attorney

i. Transactions covered
ii. Effect of absence of specific authorization
iii. Effect of specific authorization

O. ESTABLISHING AN AGENCY

h. Oral or Written
i. Form in case of corporation
j. Express/Implied Agency and Agency by Estoppel

a. Express agency
b. Implied agency

i. Implied from the acts of the Principal

ii. Implied from the acts of the Agent

c. Agency by Estoppel
d. Distinguishing Implied Agency from Agency by Estoppel
P. THE AGENT

6. Rights of the Agent

k. Compensation

v. Doctrine of procuring cause

vi. Pratts Doctrine and the Manotok Test
vii. Forfeiture of Right

l. Lend to/Borrow Money from the Agency

m. Appoint a substitute

i. Substitute agent: Alternate not Delegate

n. Retain in pledge objects of agency

7. Obligations of the Agent

h. Act within the scope of authority

i. In general
ii. As regards third persons
iii. Authority of Corporate Officers

i. Act in accordance with instruction

j. Carry out the agency
k. Advance funds
l. Prefer interest of the principal over personal interest

i. In general
ii. Property administered
iii. Double sales

m. Render account/deliver
n. Pay interest

8. Liability of agents

a. When solidary
b. When personally liable

i. Expressly bound or in excess of authority

ii. Act in own name
iii. Special obligations of commission agents
Q. THE PRINCIPAL

8. Obligations of the Principal

a. Comply with obligations

i. Act within the scope of authority

ii. Ratified acts
iii. When estopped

b. Advance/Reimburse
c. Indemnify
d. Compensate

9. Liabilities of the Principal

a. Be solidarily liable
b. Contract involves things belonging to the principal

R. THE THIRD PARTY DEALING WITH THE AGENT

e. Rights of third parties

f. Obligations of third parties

vi. The Keeler Rules

vii. Later jurisprudence

S. EXTINGUISHMENT OF AGENCY

13. Revocation

c. In general
d. When not binding on third persons

i. When notice is required

ii. Third persons in good faith without knowledge of
revocation

e. Appointment of new agent

f. Direct management by the principal
g. Special revokes general in part
h. When agency cannot be revoked

14. Withdrawal
 15. Death/Civil Interdiction/Insanity/Insolvency of the Principal

f. Agency coupled with interest

g. Contract between the agent without knowledge and third
persons in good faith

T. DISTINGUISHING AGENCY FROM OTHER CONTRACTS

1. In general

a. Determined by acts
b. The element of control

2. Distinguished from Partnership

3. Distinguished from Service Providers

a. Lessor of Services
b. Independent Contractor

4. Distinguished from Sale

5. Distinguished from Brokerage

III. TRUSTS

A. GENERAL PROVISIONS

B. EXPRESS TRUSTS

1. Definition
2. Kinds

C. IMPLIED TRUSTS

1. Definition
2. Kinds