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(Billie Blanco) Agency Post-MT Memaid (Last Edit Dec. 1, 2019)
(Billie Blanco) Agency Post-MT Memaid (Last Edit Dec. 1, 2019)
is exactly what I have indicated it to be: a memory aid, which I based ● There are two kinds of implied trusts:
from the CLV outline and annotations as well from the discussions of Atty.
Cochingyan, and formatted for easier memorization and recall. All for love.
–BB RESULTING TRUSTS CONSTRUCTIVE TRUSTS
Presumed always to have been No intention to create a trust is
contemplated by an intent to present, but a trust is
AGENCY, TRUSTS, PARTNERSHIPS, AND JOINT create a trust (Thus, no nevertheless created by law to
VENTURES particular or technical words prevent unjust enrichment or
are required.). oppression.
TRUSTS The beneficiary’s cause of
action arises when the trustee
repudiates the trust, not when
III. IMPLIED TRUSTS the trust was created.
Recall:
PARTIES TO A TRUST (Art. 1440)
B. RESULTING TRUSTS
(1) Trustor. - The person who establishes the trust;
(2) Trustee. - One who holds the property in trust for the benefit of
another; and 1. Purchase of Property Where Beneficial Title Constitute in One
(3) Beneficiary, or cestui que trust. - The person for whose benefit the Person, But Price Paid by Another Person (Art. 1448)3
trust has been created. There is an implied trust when property is sold, and the legal
estate is granted to one party but the price is paid by another for
Note: The trustor may at the same time be also the beneficiary. the purpose of having the beneficial interest of the property. The
former is the trustee, while the latter is the beneficiary.
CLASSIFICATION OF TRUSTS (Art. 1441)
(1) Express trusts. - Created by the parties, or by the intention of the However, if the person to whom the title is conveyed is a child,
trustor.1 legitimate or illegitimate, of the one paying the price of the sale, no
(2) Implied trusts. - Created by operation of the parties.2 trust is implied by law, it being disputably presumed that there is a
gift in favor of the child.
1
Express trusts are those which are created by direct and positive acts of
the parties by some writing or deed, or will, or by words either expressly or
implied evincing an intention to create a trust.
2
Implied trusts are those, without being expressed, are deducible from the
nature of the transaction as matter of intent, or which are superinduced on
the transaction by operation of law as matters of equity, independently of the
particular intention of parties. 3
One who pays for something usually does so for his own benefit.
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2. Purchase of Property Where Title is Placed in the Name of Person 6. Donation of Property to a Donee Who Shall Have No Beneficial
Who Loaned the Purchase Price As Security for the Loan (Art. 1450) Title (Art. 1449)
If the price of a sale of property is loaned or paid by one person There is also an implied trust when a donation is made to a person
for the benefit of another and the conveyance is made to the but it appears that although the legal estate is transmitted to the
lender or payor to secure the payment of the debt, a trust arises by donee, he nevertheless is either to have no beneficial interest or
operation of law in favor of the person to whom the money is only a part thereof.
loaned or for whom its is paid. The latter may redeem the property
and compel a conveyance thereof to him.
7. Land Passes by Succession, but Heir Places Title in a Trustee (Art.
1451)
3. When Absolute Conveyance of Property Effected Only as a Means
When land passes by succession to any person and he causes the
to Secure Performance of the Obligation of the Grantor (Art. 1454)
legal title to be put in the name of another, a trust is established
If an absolute conveyance of property is made in order to secure by implication of law for the benefit of the true owner.
the performance of an obligation of the grantor toward the
grantee, a trust by virtue of law is established. If the fulfillment of
the obligation is offered by the grantor when it becomes due, he may
demand the reconveyance of the property to him. C. CONSTRUCTIVE TRUSTS
4. Several Persons Jointly Purchase Property, But Place Title in One 1. When a Fiduciary Uses Funds or Property Held in Trust to Purchase
of Them (Art. 1452) Property Which is Registered in Fiduciary’s Name or a Third Party
(Art. 1455)
If two or more persons agree to purchase property and by common
consent, the legal title is taken in the name of one of them for the When any trustee, guardian, or other person holding a fiduciary
benefit of all, a trust is created by force of law in favor of the relationship uses trust funds for the purchase of property and
others in proportion to the interest of each. causes the conveyance to be made to him or to a third person, a
trust is established by operation of law in favor of the person to
whom the funds belong.
5. Property Conveyed to a Person Merely as Holder Thereof (Art.
1453)
2. When Property Acquired Through Mistake or Fraud (Art. 1456)
When property is conveyed to a person in reliance upon his
declared intention to hold it for, or transfer it to another or the If property is acquired through mistake or fraud, the person
grantor, there is an implied trust in favor of the person whose obtaining it is, by force of law, considered a trustee of an implied
benefit is contemplated. trust for the benefit of the person from whom the property comes.
ART. 1800. The partner who has been appointed manager in the ART. 1810. The property rights of a partner are:
articles of partnership may execute all acts of administration (1) His rights in specific partnership property;
despite the opposition of his partners, unless he should act in bad (2) His interest in the partnership; and
faith; and his power is irrevocable without just or lawful cause. (3) His right to participate in the management.
The vote of the partners representing the controlling interest shall be
Art. 1812. A partner's interest in the partnership is his share of
necessary for such revocation of power.
the profits and surplus.
A power granted after the partnership has been constituted may
be revoked at any time. ● VOID: Stipulation Excluding Partner from Sharing in Profits
or Losses. (Art. 1799)
ART. 1801. If two or more partners have been intrusted with the
management of the partnership without specification of their A stipulation which excludes one or more partners from any share
in the profits or losses is void.
ART. 1801. If two or more partners have been intrusted with the
15
(a) Participation in Profits and Losses (Art. 1797)
management of the partnership without specification of their respective
duties, or without a stipulation that one of them shall not act without the The losses and profits shall be distributed in conformity with the
consent of all the others, each one may separately execute all acts of agreement. If only the share of each partner in the profits has been
administration, but if any of them should oppose the acts of the others, the agreed upon, the share of each in the losses shall be in the same
decision of the majority shall prevail. In case of a tie, the matter shall be proportion.
decided by the partners owning the controlling interest.
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Decision
○ Three Months Have Lapsed from Knowledge of Such
In the absence of stipulation, the share of each partner in the
Decision
profits and losses shall be in proportion to what he may have
contributed, but the industrial partner shall not be liable for the
(4) Conveyance By Partner of His Whole Partnership Interest: Merely
losses. As for the profits, the industrial partner shall receive such
Entitles Assignee to Receive Profits to Which Assignor is Entitled to (Art.
share as may be just and equitable under the circumstances. If
1813)
besides his services he has contributed capital, he shall also
receive a share in the profits in proportion to his capital. 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, during
● Distributed in Accordance with the Stipulation
the continuance of the partnership, to interfere in the
● If Share in Profits Stipulated, Share in Losses Shall be the
management or administration of the partnership business or
Same
affairs, or to require any information or account of partnership
● If No Stipulation in Sharing, Partners Share Profits and
transactions, or to inspect the partnership books; but it merely
Losses in Proportion to their Capital Contributions
entitles the assignee to receive in accordance with his contract the
● Industrial Partner: In the Absence of Stipulation, He Shall
profits to which the assigning partner would otherwise be entitled.
Receive Such Share in the Profits as May be Just and
Equitable under the Circumstances
However, in case of fraud in the management of the partnership,
the assignee may avail himself of the usual remedies. In case of a
(b) Third-Party May Be Designated to Determine Profit-Loss Sharing
dissolution of the partnership, the assignee is entitled to receive
(Art. 1798)
his assignor's interest and may require an account from the date
If the partners have agreed to intrust to a third person the only of the last account agreed to by all the partners.
designation of the share of each one in the profits and losses,
such designation may be impugned only when it is manifestly
● BUT IT DOES NOT:
inequitable. In no case may a partner who has begun to execute
1) Dissolve the Partnership;
the decision of the third person, or who has not impugned the
2) Entitle the Assignee to Interfere with Management or
same within a period of three months from the time he had
Administration of Partnership; and
knowledge thereof, complain of such decision.
3) Entitle Assignee to Require Information/Accounting of
Partnership Matters, Much Less to Inspect Partnership
The designation of losses and profits cannot be intrusted to one of
Books.
the partners.
● In case of DISSOLUTION: Assignee is entitled to receive his
assignor’s interest; and may require an account from the date
● Third Party Determination May Be Impugned Only When only of the last account agreed to by all parties.
Manifestly Inequitable.
● But, Such Right to Impugn is Lost:
○ When Partnership Has Began to Execute the Third Party
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ART. 1822. Where, by any wrongful act or omission of any partner acting
in the ordinary course of the business of the partnership or with the
authority of co-partners, loss or injury is caused to any person, not being a
partner in the partnership, or any penalty is incurred, the partnership is
liable therefor to the same extent as the partner so acting or omitting to
act.
19
ART. 1823. The partnership is bound to make good the loss:
(1) Where one partner acting within the scope of his apparent authority receives
money or property of a third person and misapplies it; and
(2) Where the partnership in the course of its business receives money or
property of a third person and the money or property so received is misapplied
by any partner while it is in the custody of the partnership.
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(2) Where the partnership in the course of its business receives money make all other orders, directions, accounts and inquiries which the
or property of a third person and the money or property so received is debtor partner might have made, or which the circumstances of
misapplied by any partner while it is in the custody of the partnership. the case may require.
The interest charged may be redeemed at any time before
(3) Limited Liability: Newly Admitted Partner into an Existing
foreclosure, or in case of a sale being directed by the court, may
Partnership is Liable Only Out of Partnership Property Shares and
be purchased without thereby causing a dissolution:
Contributions, for All the Obligations of the Partnership Arising
(1) With separate property, by any one or more of the partners; or
Before His Admission (Art. 1826)
(2) With partnership property, by any one or more of the partners with
A person admitted as a partner into an existing partnership is the consent of all the partners whose interests are not so charged or
liable for all the obligations of the partnership arising before his sold.
admission as though he had been a partner when such obligations
were incurred, except that this liability shall be satisfied only out Nothing in this Title shall be held to deprive a partner of his right,
of partnership property, unless there is a stipulation to the if any, under the exemption laws, as regards his interest in the
contrary. partnership.
(4) Partnership Creditors Have Preference Over the Personal Creditors of ○ To Charge the Debtor’s Equity Interests for the Payment
Each of the Partners as Regards the Partnership Property (Art. 1827) from His Share in the Profits, or Any Other Money Due from
The creditors of the partnership shall be preferred to those of the Partnership
each partner as regards the partnership property. Without prejudice ○ Which Interest Charged May Be Redeemed at Any Time
to this right, the private creditors of each partner may ask the Before Foreclosure by the Other Partners or the Partnership
attachment and public sale of the share of the latter in the Itself
partnership assets.
6. LIABILITY RULES WHEN NON-PARTNER REPRESENTS HIMSELF TO
THIRD PARTIES AS A PARTNER IN AN EXISTING PARTNERSHIP (Art.
● Remedy of Partner’s Separate Creditors: Apply with the Courts 1825)
That Entered the Judgement Debt (Art. 1814)
When a person, by words spoken or written or by conduct, represents
Without prejudice to the preferred rights of partnership creditors himself, or consents to another representing him to anyone, as a
under Article 1827, on due application to a competent court by partner in an existing partnership or with one or more persons not
any judgment creditor of a partner, the court which entered the actual partners, he is liable to any such persons to whom such
judgment, or any other court, may charge the interest of the representation has been made, who has, on the faith of such
debtor partner with payment of the unsatisfied amount of such representation, given credit to the actual or apparent partnership,
judgment debt with interest thereon; and may then or later and if he has made such representation or consented to its being
appoint a receiver of his share of the profits, and of any other made in a public manner he is liable to such person, whether the
money due or to fall due to him in respect of the partnership, and representation has or has not been made or communicated to
On application by or for a partner, the court shall decree a
(a) Without Violation of the Partnership Agreement (Without dissolution whenever:
breach) (1) A partner has been declared insane in any judicial proceeding
● Expiration of the Partnership Term or Achievement of or is shown to be of unsound mind;
Undertaking; (2) A partner becomes in any other way incapable of performing
● By the Express Will of a Partner Acting in Good Faith his part of the partnership contract;