Commercial Law

Intellectual property- the legal rights which results from intellectual activities in the industrial,
scientific, literary and artistic fields
Creations of the mind such as:
Inventions
Literary and artistic works
Designs; and
Symbols, names and images used in commerce

Constitution- the State shall protect and secure the exclusive rights of scientist, inventors, artists-
particularly with beneficial to the people for such period as may be provided by law
Limited in time scope and space- exceptions and limitations; territory
GR is public domain; free competition

Creations of the mind/intellect

Intangible asset vs. Object/embodiment
Intellectual property rights
Exclusive rights to do or prohibit
May be assigned or licensed to others
May be infringed

Copyright- Programs; OS and Apps

Patent: - Camera; facial recognition
Trademark - word mark or logo
RA 8293;as amended by
RA 9502-Universally Accessible Cheaper and Quality Medicines Act of 2008
RA 10372

RA 9502-Universally Accessible Cheaper and Quality Medicines Act of 2008

Compulsory Licensing on the manufacture of patented medicines
Compulsory licensing on the importation of medicines protected by patent or trademark
Non-patentability of second use known substance unless there is enhanced efficacy- Viagra
(heart condition to erectile dysfunction)
RA 10372 on copyrights
Retransmission of broadcast made a right
Vicarious liability including landlord liability- mall liability
Providing as aggravating circumstances the ff:
Circumvention of effective technological protection measures and
Electronic rights management information

The author or the creator enjoy no more rights than is consistent with public welfare
Peark and Dean vs Shoemart- light boxes cases- marketed under the trademark “Poster heads” -
you should have sought for a patent- no patent no protection- for inventions with technical
solutions

Madrid Protocol-

Mirpuri v CA-
Berne Convention- for protection of Literary and Artistic works- copyright
National Treatment Principle-same treatment for aliens as own nationals
Automatic Protection- work created deems automatic protection no need for registration
Independence of Protection- protection in Philippines may not be the same protection in other
countries

Minimum Standards of Protection

Paris Convention of the Protection of Industrial Property - including patents, trademarks,

industrial designs, utility models, service marks, trade names, geographical indications and the
repression of unfair competition
Basic Principles:
National Treament
Right of Priority (date of filing)
Common Rules (Minimum Standards)

TRIPs Agreement
Most favored-nation Treatment- non discrimination rule between and among member states
Inaudita altera parte- without the party being heard; search and seizure of the infringing
products
border enforcement- counterfeit items coming in our borderes

PCT- a filing system- Patent Cooperation Treaty- similar to the Madrid Protocol -
Has the effect of automatically designating all contracting states bound by the PCT on the
international filing date-(for the first to file system)- as if a national patent application had been
filed with the national patent office of that member state

MADRID PROTOCOL (WIPO)- The Madrid System of International Registration of

Marks- 1. filing one application with the International Bureau (through the office of
the home country), - filing only not registration
2. In one language (either English, French or Spanish)
3. And paying one set of fees

Includes maintenance, renewals, amendments and assignments

Application through national or Regional IP office
Formality examination by WIPO
Substantive examination by Office of the designated country
Contracting party (local application)
Marrakesh Treaty- the reproduction or distribution of published articles or materials in a
specialized format exclusively for the use of the blind, visually-and-reading impaired persons:
Provided, that such copies and distribution shall be made on a nonprofit basis and shall indicate
the copyright owner and the date of the original publication

Patents-
Territoriality- patents are valid only in the country or region in which they have been granted
First to file gets the patent
Disclosure- applicant shall disclose the invention in a manner sufficiently clear and complete
Quid pro quo principle- protection in exchange of disclosure
Conditional- patents are granted only upon compliance with the criteria of patentability
Limited rights
Scope is limited to what you have claimed and disclosed
20 years from date of application- after it becomes a public domain-
Or it lapsed- file annual fees from the fifth year of the grant

Patentable Inventions- any technical solution of a problem in any field of human activity which is
new, involves an inventive step and is industrially applicable shall be patentable. It may be, or
may relate to, a product, or process, or an improvement of any of the foregoing.
A problem-solution approach
It may relate to a product or a process or an improvement of a product or a process

Non-patentable inventions- Section 22

Discoveries- (like herbal medicines)- it is in nature you did not invent anything
1. Scientific theories
2. Mathematical methods- not technical
3. Schemes, rules and methods of performing mental acts, playing games, doing business, and
programs for computers (copyright- protects programs for computers)
4. Methods for treatment of the human body or animal body by surgery or therapy and
diagnostic methods practiced on the human and animal body
5. Plant varieties( protected under plant variety act) or animal breeds or essentially biological
processes for the production of plants and animals
6. aesthetic creations (copyright or industrial protection)
7. contrary to public order or morality
Requirement:
1. Novelty- new- an invention shall not be considered new if it forms part of a prior art (test of
novelty)
Prior art- everything made available to the public anywhere in the world, before the filing date or
the priority date of the application:
It may refere to: a. patents and registered utility models and industrial design; b. printed
publications ; prior knowledge; and prior use and sale
Prior art is also- The whole contents of an application for a patent, utility model or industrial
design registration, published in accordance with the IP Code, filed or effective in the Philippines,
with filing or priority date earlier that the application (First to File)
Inventor’s own disclosure- you cannot get a patent
but with GRACE PERIOD-
Non-prejudicial disclosure- if you have already disclosed or published your inventions in a journal,
demonstrate,sell or discuss your invention in public, you may still file for a patent application
within 12 months from the date of the disclosure or publication

2. Inventive Step -if having regard to a prior art, it is not obvious to a person skilled in the art at
the time of the filing date or priority date of the application claiming the invention
Test of inventive step=
The Graham Test- scope and content of the prior art
Difference between the prior art and the claims at issue
Level of ordinary skill in the pertinent art
Secondary considerations- commercial success, long felt need, failure of others

3. Industrial applicability- an invention that can be produced and used in any industry shall be
industrially applicable

Right to a patent- the creator or inventor- his heirs or assigns; if two or more persons- they own it
jointly
First to file rule- earliest filing date
If employee made the invention- if commissioned by the company- company owns the patent
If inventive activity is not part of his regular duties even if the employee uses the time, facilities
and materials of the employer- employee owns the patent
The patent application shall be published in the Official Gazette together with a search document
established by or on behalf of the Office citing any documents that reflect prior art, after the
expiration of 18 months from the filing date or priority date.
20 years from filing date not the grant of the patent
True and actual inventor- may file for substitution as patentee or may opt to have the patent
cancelled and ask for actual and other damages in his favor if warranted by the circumstance
Extent of protection- shall be determined based on the claims
Proper claims construction- clear and concise- you cannot expand beyond your claim; or cannot
detract from it
Limitation:
1. Exhaustion of right- a patented product has been put on the market in the Philippines by the
owner of the product with his consent- no right to patent
2. Done privately and on a non-commercial scale for a non-commercial purpose
3. Where the act consists of making and using exclusively for the purpose of experiments that
relate to the subject matter of the patented invention;
4. drugs and medicines- solely for purposes reasonably related to the development and
submission of information and issuance of approvals by government regulatory agencies
5. acts consists of the preparation for individual cases, in a pharmacy or by a medical
professional, of a medicine;
6. where the invention is used in any ship, vessel, aircraft, or land vehicle of any other country
entering the territory.

Prior user in good faith cannot be sued- can continue using the patented invention- even after
the patent is issued-cannot sell

Other limitation:
Use by the government- may exploit even without agreement-the government or any third
person authorized by the government- where:
Public interest- national security, nutrition, health or the development of the sectors of the
government- national emergency for drugs and medicines-
A judicial or administrative body has determined the manner of exploitation, by the owner of the
patent or his license is anti-competitive.
Drugs and medicines- there public non-commercial use of the patent by the patentee without
satisfactory reason;
Or the demand for the patent is not being met to an adequate extent and on reasonable terms,as
determined by the Secretary of DOH

Compulsory Licensing- grant of a license to exploit a patented invention even without the
agreement of the patent owner, in favor of any person who has shown his capability to exploit
the invention for national emergency, public interest, anti-competitive

Patent rights- exclusive right to restrain, prohibit and prevent any unauthorized person from
MUOSI making, using, offering for sale, selling or importing the product
Process- using the process, and from manufacturing, dealing in, using, selling or offering for sale
or importing any product obtained directly or indirectly from such process.

Patent infringement- MUOSI without consent based on claims and drawings

Doctrine of equivalents- for the purpose of determining the extent of protection conferred by the
patent, due account shall be taken of elements which are equivalent to the elements expressed
in the claims so that a claim shall be considered to cover not only all the elements as expressed
therein, but also equivalents.
Functions-Means-Results Test- if two devices do the same work in substantially the same way and
accomplish substantially the same result, they are the same, even though they differ in name,
form or shape.

Criminal action- only if the act is repeated by the infringer or by anyone in connivance with him
after finality of the judgment of the court against the infringer
1st violation- civil
2nd- criminal
Technology transfer arrangements- refers to contracts or agreements involving the transfer of
systematic knowledge for the manufacture of a product, the application of a process, or
rendering of a service including management contracts;
And the transfer, assignment or licensing of all forms of intellectual property rights, including
licensing of computer software developed for mass market
- that conform with the prohibited clauses and the mandatory provision need not be registered
however, non-conformance shall automatically render the TTA unenforceable unless said TTA is
approved and registered with the DITTB under exceptional cases

Utility models-no inventive step requirement- may be obvious; petty patent or small patent- 7
years protection only from date of filing; no substantive examination
Industrial designs- special appearance; aesthetics; not a technical solution; 5+5+5 5 years
renewable twice

E.I. Dupont v IPO; Doctrinal case

31 August 2016
- revival period of action- 4 months only
Social Justice
A patent is granted to provide rights and protection to the public. It also seeks to restrain and
prevent unauthorized persons from unjustly profiting from a protected invention. However, ideas
not covered by a patent are free for the public to use and exploit. Thus, there are procedural
rules on the application and grant of patents established to protect against any infringement. To
balance the public interest involved, failure to comply with strict procedural rules will result in
the failure to obtain a patent.
Phil Pharma Wealth vs. Pfizer

Day 1 of expiration- public domain na

No patent no protection
Can an injunctive relief be issued based on an action of patent infringement when the patent
allegedly infringed has already lapsed?
NO. The exclusive right to monopolize the subject matter of patent exists only within the term of
the patent.
It is clear from the provision of law that the exclusive right if the patentee to make, use, and sell
patented product, article or process exists only during the term of the patent
ROMA Drug v RTC Guagua
Selling products not registered with FDA- no longer counterfeit drug- unregistered na lng siya
Impressions v Lexmark -no patent infringement for return program due to intermational
exhaustion of rights
Importation- there is exclusive right to import- patent infringement- national exhaustion
In copyright and trademark- no exclusive right to import- international exhaustion
Drugs and medicines- allows importation of drugs and medicines
TTA process- in writing, notarized, must be recorded with the Bureau of Patents otherwise does
not affect third persons
Director General- issues the Compulsory License not the Director of Legal Affairs

Trademark- means any visible sign capable of distinguishing the goods (trademark) or services
(service mark) of an enterprise and shall include a stamped or marked container of goods
Functions:
To point out the origin or ownership of the goods which it is affixed; to assure the public that they
are procuring the genuine article; to prevent fraud and imposition; to protect the manufacturer
against substitution and sale of an inferior and different article as his product; and to secure to
him, who has been instrumental in bringing into the market a superior article of merchandise,
the fruit of his industry and skill - to protect consumers from being defrauded

Most effective agent for the creation of goodwill - a silent salesman

Requirement:
Visible sign
Distinctive

Distinctiveness of a mark: Spectrum

More descriptive; less protection
A. Generic- non-registrable
B. Descriptive-non-registrable; may be registrable through exclusive continuous use
C. Suggestive- registrable
D. Arbitrary or Fanciful- registrable
Less descriptive more protection

Collective mark- means any visible sign as such in the application for registration and capable of
distinguishing the origin or any other common characteristic, including the quality of goods or
services of different enterprises which use the sign under teh control of the registered owner of
the collective mark

Well-known marks- the countries of the Union (Paris Convention)- undertake, ex-officio if their
legislation so permits, or at the request of an interested party, to refuse or to cancel the
registration, and to prohibit the use of a trademark which constitutes a reproduction, an
imitation, or a translation, liable to create confusion, of a mark considered by the competent
authority of the country of registration or use to be well-known in that country as being already
the mark of a person entitled to the benefits of this Convention and used for identical or similar
goods

Knowledge of the relevant sector not the general public

Non-registrable marks:
1. immoral, deceptive or scandalous matters
2. Matters which may disparage or falsely suggest a connection with persons
3. Contrary to public order or morality

Flags, coat of arms of nations

Names, portraits or signatures of living persons XPN: with consent
Names, portraits or signature of a deceased president of the Philippines XPN: with consent of the
living widow
Indentical or confusingly similar with existing registered or earlier filed application trademarks
including well-known marks
First-to-File Rule-
Misleading marks
Generic terms
Descriptive terms
Color by itself;
Shapes dictated by technical factors

Descriptive geographical terms are in the public domain- descriptive of geographic location
Section 123: Exceptions: e. internationally well-known marks- whether or not registered;
knowledge of the relevant sector
F. Registered mark in the Philippines- confusingly similar or even those not similar or related to
the goods -dilution of an internationally well-known marks like toyota used in restaurants or
slippers

Secondary meaning- acquired distinctiveness in connection with the goods, substantial exclusive
and continuous use of the goods for five years
A. Must have arisen as a result of substantial commercial use of a mark in the Philippines;
B. Such use must result in the distinctiveness of the mark insofar as the goods or the products are
concerned;
C. Proof of substantially exclusive and continuous commercial use in the Philippines for 5 years
before the date on which the claim of distinctiveness is made

Ownership of a mark
Acquired through registration-prior use not a requirement
use the mark within 3 years from the filing of the application - declaration of actual use
A registered mark shall have no effect against any person who, in good faith, before the filing
date or the priority date, was using the mark for the purposes of his business or enterprise- prior
user in good faith but unregistered- cannot be sued for trademark infringement- overturned in
Zuneca

Zuneca v Natrapharm- 8 Sept 2020 -by registration and not through prior use

Date or registration- reckoned from the first day after publication

31st day registered is unopposed
Term of protection- 10 years renewable for 10 years each
Indefinitely- provided a declaration of use is filed within 1 year from filing and from the 5th year of
registration
Declaration of actual use from the 5th year of registration- to maintain the mark

Exclusive use of mark in connection with one’s own good or services resulting in the likelihood of
confusion

Registration abroad will not be valid in the Philippines

XPN: well-known marks and bad faith registration

Trademark infringement- unauthorized use of a trademark, or of a colorable imitation of the

same, for similar or related goods in which such use is likely to cause confusion or mistake, or to
deceive
Elements:
1. ownership through registration
2. That the trademark is reproduced, counterfeited, copied or colourably imitated by another
3. No consent by the trademark owner or assignee
4. Use in connection with the sale, offering for sale, or advertising of any such goods, business or
services or those related thereto
5. Likelihood of confusion

Colorable imitation- denotes such a close or ingenious imitation as to be calculated to deceive

ordinary persons, or such a resemblance to the original as to deceive an ordinary purchaser
giving such attention as a purchaser usually gives, as to cause him to purchase the one supposing
it to be the other

In counterfeiting- there is presumption of confusion

Colorable imitation- must prove likelihood of confusion

Likelihood of confusion- not actual confusion- the gravamen of trademark infringement

As to the goods themselves or
As to source of origin
Tested from the relevant market-

Test of Confusion- use Dominancy test

Dominancy Test- prevalent features of a product
Holistic test- marks compared in their entirety

Idem Sonans Rule- aural effect of the words and letters contained in the marks are also
considered in determining confusing similarity

Trademark Fair use- registration of the mark shall not confer on the registered owner the right to
preclude third parties from using bona fide their names, addresses, pseudonyms, a geographical
name, or exact indications concerning the kind, quality, quantity, destination, value, place of
origin, or time of production or of supply, of their goods or services. Provided, that such use is
confined to the purposes of mere identification or information and cannot mislead the public as
to the source of the goods or services

Tradename infringement- same protection for trademark only difference: registration is not a
requirement for ownership of a tradename- even prior to or without registration

Unfair competition- the passing off or attempting to pass off upon the public of the goods or
business of another with the end and probable effect of deceiving the public
Premise: protection of one’s goodwill over his/her products or services

Elements:
General appearance of the goods;
Intent to deceive the public and defraud a competitor

Distinctions: between suits for trademark infringement and unfair competition prove useful:
A. The former is the unauthorized use of a trademark, whereas the latter is the passing off of
one’s goods as those of another;
B. Fraudulent intent is unnecessary in the former; while it is essential in the latter; and
C. In the former, prior registration of the trademark is a pre-requisite to the action, while it is not
necessary in the latter

When an infringer who is engaged solely in the business of printing the mark or the infringing
materials for others is an innocent infringer, the owner of the right infringed shall be entitled as
against such infringer only to an injunction against future printing.

Citigroup Inc Citystate Savings Bank- golden lion’s head device, not present in the other mark
despite Citi and City

Kolin is a fanciful/ coined word, hence it is a highly distinctive mark

Relatedness of Goods and Services

The Multifactor test + Complementarity of goods/ services- Nice classification is explicitly
abandoned
Actual confusion and sophistication of buyers

Copyright

Extent of protection:- Literary and artistic works are original intellectual creation in the literary
and artistic domain are protected from the moment of creation
No formalities required- even spoken- judges cannot distinguish what is creative or not- from the
fact or its creation irrespective of its quality or the mode or form of expression or purpose- Non-
discrimation Rule on Art
Automatic Protection:
Registration? NO, not needed
Deposit? No
C? NO
Fixed or expressed? YES
Proof: affidavit evidence- other party must destroy presumption of ownership if not; copyright is
with the author
Author-natural person
Joint authorship-co-owership
If can be separated- their individual work will be attributed to them
Under employment- regularly assigned duties: employer
Not regularly assigned: employee
Commissioned work- the author still owns the copyright- he retains unless there is a written
stipulation to the contrary

Audiovisual work- copyright shall belong to the producer, the author of the scenario, composer of
the music, the film director and the author of the work so adapted but the producer shall
exercise the right to an extent required for the exhibition of the work

Anonymous or pseudonymous works-the publisher shall be deemed to represent the authors of

the articles

Derivative works- like dramatization; or

collections of literary works or compilation by reason of selection or coordination or arrangement
if their contents
Shall be considered as new works but shall not affect any subsisting copyright or be construed to
imply any right to such use of the original works; or to secure or extend copyright in such original
works

Economic Rights
1. reproduction rights
2. Dramatization, transalation, adaptation, abridgement, arrangement
3. The first public distribution of the original and each copy of the work; -the right is exhausted
even if the work is sold on other countries; subsequent sale-right is lost
4. Rental of an audiovisual or cinematographic work;
5. Public display of the original or a copy of the work;
6. Public performance of the work; and
7. Other communication to the public work.

Term of protection is life of author+ 50 years= 50 years- counted from January 1following the
death of the author;
With moral rights- in copyright

Copyright Infringement-
Elements:
A. Ownership of a valid copyright
B. Exercise of any of the exclusive economic rights in Section 177
C. Without the consent of the copyright owner XPN: Fair use

Idea, expression, dichotomy

Works not protected:
1. Expired copyright
2. Unprotected subject matter- ideas, procedure, system, method of operation, concept,
principle, discovery and mere data
News of the day and mere items of press information- even if they are expressed, explained,
illustrated or embodied in a work
Official text
Works of the Government

Limitations:
The FAIR USE exception- fair use for criticism, comment, news reporting, teaching including
limited number of copies for classroom use, scholarship, research and similar purposes

Who are liable:

Directly commits infringement;
Benefits from the infringing activity;
With knowledge of the infringing activity- induces or contributes

ABS CBN vs. Gozon- news or the event itself is not copyrightable. However, an event can be
captured and presented in a specific medium. As recognized by this court, a television involves a
whole spectrum of visuals and effects, video and audio. News coverage in television involve
framing shots, using images, graphics, and sound effects. It involves creative process and
originality. Television news footage is an expression of the news.

Good faith is not an issue- because it is a special law- mens rea is not an element; good faith is
not a defense
Plagiarism- deliberate and knowing presentation- it is an ethical issue- it is not a legal issue- there
must be a written policy on plagiarism- can either state whether they adhere to strict plagiarism
or deliberate and knowingly copied

Useful article is copyrightable if:

1. it can be perceived as two or three dimensional artwork that is separable from the useful
article; and
2. It would be a protectable pictorial, pictorial, graphical, or sculptural work on its own.
New and transformative use: API- only those codes that were needed to allow programmers to
put their accrued talents to work in a new and transformative program, was a fair use of the
material as a matter of law.
The doctrine of fair use is flexible and takes account of changes in technology. Computer
programs differ to some extent from many other copyrightable works because computer
programs always serve a functional purpose.

Partnership

Sole proprietorship- a business owned by one individual who makes the decisions, receives all
the profits and suffers the losses. The business does not have a personality separate from the
owner
Corporation- an organization of people authorized by law to act as a single entity. It has a
personality separate from the shareholders or members. As an entity, it can do business, own and
hold property, and its liabilities are not the liabilities of the people who comprise it.
Partnership- an association of two or more people who act as co-owners of a business. It has
separate legal personality but the partners are subsidiarily liable for partnership debts.

Characteristics of a Partnership-
Consensual-perfected by mere consent
Nominate- has a special name or designation under the law
Bilateral- entered into by two or more persons and the rights and obligations arising therefrom
are reciprocal
Onerous- each of the parties aspire to procure for himself a benefit
Commutative- the undertaking of each partner is considered as the equivalent of that of the
other
Principal- does not depend on some other cotract for its existence or validity
Preparatory- entered into as a means to an end

Partnership- a contract where two or more persons bind themselves to contribute money,
property of industry to a common fund, with the intention of dividing the profits among
themselves. Two or more persons may also form a partnership for the exercise of a profession

Professional partnerships- formed by persons for the sole purpose of exercising their common
profession, no part of the income of which is derived from engaging in any trade or business

Joint venture- likened to a particular partnership or one which “has for its object determinate
things, their use or fruits, or a specific undertaking, or the exercise of a profession or vocation.”
However, both are different in the sense that a joint venture is limited to a single transaction,
while a partnership generally relates to a continuing business of various transactions of a certain
kind.
A JV is not a legal entity. It does not enter into contracts, hire employees or have its own tax
liabilities

Doctrine of Delectus Personae- a partner has a right to choose with whom he wishes to associate
himself or when to dissociate

Doctrine of Mutual Agency - all partners shall be considered agents of whatever any one of them
may do alone shall bind the partnership

Rule that partners are guarantors of the obligation of the partnership- the partneres are liable to
the creditors of the partnership with their own property, even beyond their contribution
(Right of excusion)-
As a juridical person, the partnership may:
1. acquire and possess property of all kinds
2. Incur obligations; and
3. Bring civil or criminal actions
As a juridical person, the personality of the partnership is separate and distinct from that of each
partners
Note: A partnership for the practice of law, constituted in accordance with the Civil Code
provisions on partnership, acquires juridical personality by operation of law. - it has its own
juridical personality

Who can form partnerships?

1.Persons with legal capacity to enter into contracts:
Natural persons should at least be 18 years old, not suffering from any legal impediment such as
insanity or civil interdiction
2. Juridical persons de jure

Husband and wife can enter into particular partnerships but not universal partnerships.
Reason: husband and wife cannot sell and donate to one another

It used to be that corporations cannot enter into a partnership. But, under the RCC, corporations
can now join partnerships.

Test and Rules to determine existence of partnership

1. By estoppel, if the persons treat each other as partners;

2. Co-ownership or co-possession does not of itself establish a partnership, whether such co-
owners or co-possessors do or do not share any profits made by the use of the property
3. The sharing of gross returns does not itself establish a partnership, whether or not the person
sharing them have a joint or common right or interest in any property from which the returns are
derived
4. The receipt by a person of a share of the profits of a business is prima facie evidence that he is
a partner in the business, but no such inference shall be drawn if such profits were received in
payment;
a) As a debt by installment or otherwise;
b) As wages of an employee or rent to a landlord;
c) As an annuity to a widow or representative of a deceased partner;
d) As interest on a loan, though the amount of payment vary with the profits of the
business;
e) As the consideration for the sale of a goodwill of a business or other property by
installments or otherwise;
There is co-ownership when an undivided thing or right belongs to different persons.
 Co-ownership or co-possession does not of itself establish a partnership, whether
such co-owners or co-possessors do or do not share any profits made by the use of
the property;
 The sharing of gross returns does not of itself establish a partnership, whether or
not the persons sharing them have a joint or common right or interest in any property. There
must be a clear intent to form a partnership, the existence of a juridical personality different from
individual partners, and the freedom of each party to transfer or assign the whole property.

Form of the Partnership Contract

GR: Contracts shall be obligatory in whatever form it may have been entered into, provided all
the essential requisites are present.
XPN: should be in writing
1. when by its terms, it is not to be performed within 1 year from the making thereof;
2. Where immovable property or real rights are contributed thereto.
a) Aside from being in writing, it should be in a public instrument;
b) An inventory of the contributed property duly signed by the parties should also be
attached to the public instrument. This is indispensable to the validity of the
partnership.
3. Where the capital is P3,000.00 or more, in money or property. (Art. 1772, CC)
◦ Aside from being in writing, it should also be in a public instrument. ◦ It must be filed with or
recorded in the Securities and Exchange Commission.
Note: The failure to register the contract of partnership does not invalidate the same as among
the partners, so long as the contract has the essential requisites, because the main purpose of
registration is to give notice to third parties, and it can be assumed that the members themselves
knew of the contents of their contract. (Sunga-Chan vs. Chua, G.R. No. 143340, August 15, 2001)

Effects of a Partnership created for Unlawful Purpose

A partnership must have a lawful object or purpose and must be established for the common
benefit or interest of the partners;
Effects:
1. the contract is void ab initio and the partnership never existed in the eyes of the law
2. The partnership will be dissolved and the profits confiscated in favor of the government;
3. The instrument or tools and proceeds of the crime shall also be forfeited in favor of the
government, but the contributions of the innocent partners shall not be confiscated.

The rest naka screenshot..see phone haha

Powers of a Managing partner

Acts of administration
All incidental powers necessary to carry out the object of the partnership in the transaction of its
business
It is a fundamental principle in the law of agency that every delegation of authority, whether
general or special, carries with it, unless the contrary be expressed, implied authority ti do all of
those acts, naturally and ordinarily done in such cases, which are reasonable necessary and
proper to be done in order to carry into effect the main authority conferred.

ARTICLE 1879 requires a special power of attorney