Article 1828:

Change in the relation of the partners – key word

Delectus Personai – choosing partners, but dito ayaw na ng mga partners to associate to the
other partners

Reasons of Dissolution

1. Death of a Partner
2. Newly Admitted Partner
3. Retirement of a Partner

Article 1829:
Article 1830:

All the steps are based on the law – how to operate a partnership

No need court intervention

1. No violation or agreement but can also dissolve

2. There is a violation

3. The law forbidden to operate the business

1.
A. Fixed term and just for the purpose. After satisfying that service from the company to
others, then dissolve na.
B. Full blown partnership at will, basta ayaw ng Delectus Personai, but in a good faith
dapat (walang kasamaan na ginawa), wala sa agreement and term and walang
conditions
 C. Express will of ALL PARTNERS – key word. All of them agreed to dissolve. But, wala
dapat maapektuhan 3rd persons (debts to others), dapat to protect the 3rd persons.
Also, pwedi rin before the fixed or specified term.
D. Powers/ Rights to remove the other partners, then there is dissolution, even without
the violation of partnership agreement dapat.

2.
A. Nagdecide lang basta basta kahit hindi pa tapos yung term or purpose. (iba na yung
priority)
B. Power is doesn’t mean it is the right.
C. Unjustified - it is a bad faith, then may damages and liable ka doon. Justified – good
faith
3. Automatic Dissolve if unlawful
4.
A. Specific Objects: COC – Cost, Object, Consent. Kapag nawala yung isa dyan,
automatic dissolution na ang business.
B. After delivery of specific thing– passes the ownership of the contract, not dissolve
because natupad na yung contract. Napunta na kay parnertship (juridical), if nawala
yung object, si partnership yung magkakaroon ng loss
C. Usufruct – the right to use. Nawala yung specific thing pero usufruct lang, so the
partnership will risk the loss. That partner will assume the loss, kasi siya pa din ang
may ari. So, partnership will dissolve.
5. Death of a Partner
-automatically dissolved
-only for winding up nalang
But may exemption, unless the withdrawal will not affect the operation of company
 6. Insolvency of the partner and partnership
- Personally insolvent yung mga partners, so yung mga creditor niya kaya habulin yung
interest niya sa business
- Kapag si partnership naman ang insolvent, si partners na ang bahala to settlement of
an account
7. Civil Interdiction of any partner
- Loss parental authority, marital authority, you cannot manage your properties, you
cannot dispose your properties, can’t do donation inter vivos. Means dissolve na
ang partnership

Article 1831:

Need court intervention

On application by…

Dapat may filing muna bago madissolve. In the Philippines, hindi madidisolvekung hanggat
walang nagfifile sa court, hindi magrereact yung court. Ang count natin is Re-active.

Kung may makita man ang court sa mga 1-6 nayan, magbababa ng decision to dissolve the
partnership

1813 – Purchase of the whole interest of the partner in the partnership

1814 – Redemption and the separate credit of the partner

A. Insanity – a insane person can’t give consent ; the consent is a continuing requirement
B. Incapacity – brain dead or in coma
C. Misconduct – (sira ulo daw and isang partner, if ayaw niya pang umalis as a partner, you
can go to court if wala na ding magagawa yung agreement
D. Primary purpose of the business is to gain profit, if loss no reason to continue the
business

Article 1832:
Article 1833: Binding of the Partners
Act of a Partner – Bad Faith (dissolved na pero nagbind pa rin ng another contract, and hindi
kasama yung mga innocent partners)

Knowledge - alam na alam yung information; if Notice lang bali it will not take into effect

Death or Insolvency –

Knowledge or Notice – Knowledge alam na alam; Notice is nabalitaan

Article 1834: Binding the Partnership

1. Winding up on affairs and completing unfinished transaction
2.
a. Extended credit to the partnership – (nagpautang sa partnership), walang alam na
nadissolve
b. Alam niyang nag eexist yung partnership but wala siyang knowledge or notice na
may dissolution, that assumption can be defeated (announcing to the public na
nadissolve na ang partnership)
Condition from No. 2:

1. Unknown partner, pagdating ng settlement ng liabilities, pwedi lang habulin is yung

partnership assets alone. If known partner, pweding habulin yung personal assets ng
partner.
EXEMPTION

1. Unlawful – will only acting partner liable

2. Insolvent acting partner – will not bind the partnership
3. Designated Partner – may authority
Partner with No authority to wind up – will not bind the partnership

Article 1825 –Estopel

Responsibility of the Partners: Dapat masettle muna and mga liabilities, di pa makakatakas
yung mga partners (as the agent of the partnership). Paano? Pag-uusapan ng partners and
creditors.
Partnership Creditor – interest in partnership

Personal Creditor – personal assets

Kund death of a partner Personal Creditor is more priority tham Partnership Creditor

Judicial – more on hindi magkakasundu yung mga partners how to dissolve

Extrajudicial – nagkakasundo yung mga partners

Article 1837: Right of the Partner

 1. Satisfy the creditor of the partnership
2. Then distribution of excess

2nd Paragraph

Anong gagawin kay expelled partners? Hahayaan or ipapacontribute for the kulang
Violation to the Agreement:

1. Innocent Partner
2. Guilty Partner

1. Rights
A. Innocent – karapatan niya to receive cash after satisfying the creditors, if ever.
B. Guilty – payment of damages for a wrong action that be paid to innocent partner
C. Partners can still continue business but another contract of partnership
D. Guilty partner – siya lang dapat parusahan
2.
A. Liquidation:
Guilty – may share of surplus pa rin but less damages, if mas mababa yung surplus
then yung personal assets niya ang kukunin.
B. Continue:
Guilty – hindi makakasali sa newly formed partnership by settling his share in profit
less damages and lastly madidischarge na siya from all the liabilities.
Point of View:

Defective Contract

1. Recessive
2. Voidable
3. Enforceable
4. Void

Rescinded – Annulled

Fraud or Misrepresentation – Voidable

VIMFU – Violence, Intimidation, Mistake, Fraud, Undue Influence (Invalid Consent/Contract)

1. Retention -
2. Subrogation – may utang yung partnership sa creditor pero yung nagsatisfy is yung
partner, then yung partnership ang may utang na kay partner
3. Partner wrong doing so arises his liability

Article 1839:

Assumption: Liquidation
1797 – Insufficiency of the partnership obligation, kailangan mag abono ng mga partners
Article 1840:
Dissolve but with New Partnership was formed, anong mangyayari sa creditors of old dissolved
partnership? Still creditor ng partnership. But if new, hindi mo makukuha yung personal assets
Article 1841:

Goodwill – matatanggap yung namatay or naretired… Less sa capital ng naiwang partner

Article 1842:

Right to an account of his interest shallaccrue to any partner or legal representative

Who has an obligation to render an account?

1. Winding up partners
2. Surviving partners
3. Person or Partnership continuing the business

When to render an account? Date of dissolution