ADDRESS

inthe the Civil up from the particular and ofstages attention

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CHAPTER
CHAPTER
CHAPTER CHAPTER
CHAPTER VII. VICHAPTER
CHAPTER
CHAPTERCHAPTER . CHAPTER
CHAPTERIII.CHAPTER
CHAPTER

V.IV. III. II. I. VIII. IV. II. I.

V.
TERMINATION AGENCY PARTNERSHIP PARTNERSHIP
INCORPORATION
PROFITSCONDUCT
PARTNERSHIP
ASSETS
OBLIGATIONS HOW
OBLIGATIONS LIABILITIES
PARTNERS
DISSOLUTION
LIMITED
OF
CONTENTS
TABLE OF
PARTNERSHIPPARTNERSHIP
THE PARTNERSHIP
PART I.
AGENCY
DEFINED AGENCY
PARTII. AND OF
PARTNERSHIP OF
THE
LOSSESBUSINESS DEFINED
OF OF OF IS AND
vii PARTNERSHIP OF
AGENCY THE FORMED
THE
WINDING
OF
PRINCIPALAGENT OF
THE
THE
UP
OF

PageNo.
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..
313 193 166 126 100 .90 ..61 ..27
.68 1
 ADDRESS

CHAPTER
CHAPTER

II. I.

KINDSTRUST

DEFINED
OF TRUSTS
PARTIII. CONTENTS
TABLE OF
TRUSTS
viii

Page
No.
.345 342

amongdustry
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Corporations,
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laws civil all distinct private
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have
their PARTNERSHIP
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1768
persons 46
kinds, been interest and are distinct
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or interest a personality persons, Article case of
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from juridical
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3
 4

full re XXX XXX

that Civilpractice
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petitioner Court ourder Moreover,
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case of
pines,"AQUINO,
lessee, under tract Law jectives
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AGENCY
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Republic
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XXX American XXX that

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in particular erage.Second,
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all V.
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personality ofintents the
the Pacific professional generalSince Article
principle, Commerce).
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or
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common separate onfor or for law
subject of al l and Commercial and the the their
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its in exercise
law use exercise
acts
answer ofpartnership Code,
of purposes, the law made.which
partnerships other partnership
PARTNERSHIP
acts law, juridical has practice
of
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the
and the weCo., are fruits, hand,
rights such
members, being long of for
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contracts 116,which
(art. as
Philippine which entity not, word
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partnership Campos recognized profession orstates law does
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object Code
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5
 the So.purposes
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absence of
Article 6
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Article
nership are Due tum.ford'dence,
s partners.
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ippine that pine Itunder ofOn
1769
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by does its of a the other
1769
a there fact the
In
hold juridical ahas partners that basic
partnership in view ignoring its new
Revenue PARTNERSHIP,
these partnership not own, the
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partnerships may of old the
recognize patnership tenet
etermining
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partnership asthe basic bypassing
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such
apply:
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separate Civil taxpayer of and Spanish has held:which
of TRUST
&
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an by
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obiter of
clear and
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a confused jurispru of from can
English decided
part to raw statu juridi
associations
determine formed dic the its Phil law. only from per Philip
to
be for

profits butdence the (4) from ornot Such-co-OWners property;

of (3) the not not (2) other
persons (1)
of(e) amountits resentative
(d) landlord;
(c) toa(erwise;
b) (a) noprofits common theitself share of
The which The Co-ownership are Except
a of were such that itself
As the As As As As establish
persons not who
goodwill the hereceipt
of the right sharing any
establish
of an wages received
inference
a
business; interest debt is a
returns profits partners are as PARTNERSHIP
payment annuity
of business or
consideration a a by sharing or a of provided
not
of deceased of by partner
in a partnership,
interest co-possessors a or as
on grOsS
a an payment: shall person are
to installments made
partnership, partners
business vary a is them co-possession to
loan, employee be in
prima derived; in returns third by
widow a by
with partner; drawn the ofa any have article
for though whether the do persons; as
orthe the business,facieshare property does whether to
or or or if use or
other sale prof rep rent such evi joint a not does each1825,
the oth do
of or of

7
 ers
1979. income petitioners
a spectively. netporation, ers wereparcels of 1988 made.
betweenownership
protested total to la nd absenceArticle
individualsThus, clear
profit
However,
amount
taxes Erlinda sold of was
Pascual
from The In requirement
1769partnership a The
inThe in while by land one
a
several
the for 1973 thReyes
e petitionersSantiago case
co-ownership and of whichoverarching
of of
the corresponding the from and on
said petitioners and amount
P107,101.70 them. of registration;
unregistered
years and
three
Juan Dragon Pascual
cases the may that property (n)
assessment 1974 cannot
be a PARTNERSHIP,
parcels Bernardino,
in decided existence
of
Maria and
1968 were
by
P165,224.70
ROque.
(petitioners)
1968 vs. partnershiplesson
equated by
as capital an be
availing CIR,
and
assessed
alleged
Samson. of
toThe unregistered partnership
Distinctions
by formed installments AGENCY
from
in
1970 land et G.R. of a to
a gains Marenir al. the
of first a
partnership. beall &
letter were bought
and No. Court, partnership simply TRUST
deficiency by and the Petitioners evincedthese
taxes and twO or
the Development 78133,
dated required P60,000.00, tax sold another three(3)
BIR. amnesties. were parcels two partnership the between by otherwise.
instances
corporate realized
by parcels (2) 18
distinctions the by
June
Petition a
to paid petition of October despite action contract.
26, pay land was is
by re a Cor CO
of the

taxes? ered profitsNational

individual ship subject abletions and
an was as 1970,
formed
1966, same In was
parcels transactions
present. The fund orthe lotswhere In Conditions and that and/or among fund,
tribute
that
and
petitioners In The derived
to Petitioners
a
the Evangelista, unregistered
the income subjectInternal
conservation
character showing became
petitioners Court corporation
the petitioners
they nor instant an
of properties eventhepetitioners his money, present
themselves. from taxes
ruled: tax. Revenue tounregistered were
bought make land engaged that co-OWners representative
to entered
case, of be
partnershipShould corporate
the
prescribedunder
in therepurchased intended
they
property case, as
any habituality orthe present partnership informed
another 1965. preservation purchased Code CO-Owners PARTNERSHIP
petitioners into
improvements in purpose wasthereof. Respondent there the income partnership Section
for on or an
They a certain the just industry and
petitioners thatunder in
three peculiar
thacquired
e them.by series is by reply
agreement
to in
did twenty-four was
basis divide no thus, them tax the 20(b) the
boughttw(o2) purpose of of parcelsassumed Sectíon
(3)
not the not commissioner evidence
to subjected unregistered as
and or that
thereon. to limitedtransactions of a havewhich
distínguished joint real in
parcels Common
the
sell business
of ofthe profits
common tO 24, its estate the
th e gain (24) land factthese Con that
been is income
both venture years
of In to to
subject
incomeconsid partner of transac
from 1968
to the was tax
 10

AngeloThus, derthe transactions

e Such tenants
1965 thyears. Insent. The them The did sold land
case Evangelista, characterremaining not the from
and condition in
XXX
It Bautista in None
spective who share in Personsr a funds
showing
partnership.
foconsidered whereby
in the ended at
management for 1970. make two one
is PARTNERSHIP,
proportion the evident bar. of several for (seller.
2)
severally common a
the
who absence buy
to concurring
in the
inThe existed
the the ofThethree parcels any
contribution, gross a two habituality
contrary Evangelista,co-ownership
1970.
circumstances properties
years. purpose
transactions additional It
contribute certain orthat (3) was AGENCY
retain to of of
returns
enterprise of more for one The
their an opinion parcels land only
the intentionotherpersons
real isolated peculiarof &
he overbusiness were gain or TRUST
are title
contribution, property
of of
neW after 1968
enterprise that and circumstancesestate said: of started are the leased was to were
were
not to fifteen
cannot transaction
contribute Mr. present
partners. purchase.which when
isolated.
agree or for was business
not sold
thereby their Justice only out
funds profit (15) they they
un to pre by
rebut to be in in

Community both the sese InMass. (Magee

ties.commission,
between
233 relation
have
may notcommon, tract
posing agreedWhere 1157.) tenants the
142 create thereto;
constitute rived. rendered
shipbusiness
A 74.83,)p. ofmon
joint
profitssame;there
order
being U.S. profits by intereststock
of a purchase (Elements
of plaintiff, to in nor Flord
to 341.) the
it, realty,
and partnership;
682, and a itself partners.
as or PARTNERSHIP
(b) must
ofand constitute entitled
three no the become common. does D.
of Mechem principal whiofch capital,
to
12co-partnership
Magee,vs. losses
interest,
generally be: divide his
losses; partnership
parties, brother holding an
(a)
been as to brother,
owners Ct(Cark
. the land, the They
a share agreement on the and
aspartnership
participating(c)
An the 327, parties the by 2ndproprietors Law
673,
N.123whatever
E. and as
two, have
no
far and
intent thirdto
existed inthe tenants
profits ofand vs.
35 sale in
proceeds
Ed., of
as plaintiffs a
another Siadeway, are of tO does community no
such to of single L. respect section Partner in
third forminter par their other
dis Ed. , only landshare not the com
a in as in de

11
 12

Owners
partners. few nership.
they Co-OWnership
that no Inpersonality
sign and form therein in
partnership aThe
years adequate the the
purchased they the the a sharing
and
The present freedom
whole property.
partnership, have App.
14.No.)
(Spurlock
application ment,among may, the the not The 150business,
They
thereafter thereby erty. party persons
paid different owners, itself
purpose
two between
basis property. whethera of without common -Municjpal PARTNERSHIP,
shared
their properties case,
of There joint returns and
themselves 1067, P. to
isolated
formed vs. use create and make are
capital in did to each from the or of though
there ofownership 50 concerned
support the must
common ordoes Wilson, the becoming of dispose
the not existence
party the not making Paving
IIT470.) AGENCY
transactions an
and petitioners. is such a Contrac,
thereby
gainsgross be the not proceeds as partnership
they
unregistered
sold clear individual to 142 of &
the transfer right
persons
a in property partners,
to of Co. the as TRUST
taxesprofits clear
of itself S.W . the gains; mayproperty
make thepropositionevidence . enables
V5manage
whole
a or therefrom.
on whereby same There partners, intent
juridical interest establish 363,160 manage and use
and between
their as
sharing
it does Herringprop each
them part or agree
Co
is of as to the th ey for the
a

whodustries,fishing Chua
engaged exists. Inc., parties
prudence Article
absence
however and G.R.
nets On The anythese p.
benefits petitioners
ners sonality for And income thereby.
ing have that proposes. be net
inInc. Peter
"Ocean
behalf of that No.
1769
of Z
further However, for unregistered said
partnership
was (herein
business a of
various can
136448,
case
registration; transactions,
on been such even considered profits
Yao of t his nor tax,
not be
of
the tax tax deficiency can unregistered assuming Under
respondent). entered Lim unpaid wi th formed, whi ch
as to and
a sizes used 03 liabilityamnesty as be
venture
signatory existence the
from intoQuest November to
Vs.
Mutual
petitioners
they obligation helpartnership
d assets
since for
the is have availed PARTNERSHIP
Philippine corporate
with the a
determine arising
are individually thatpartnership
as circumstances,
thereby
respondent formed
to TheyContract Fishing of individual there the of
Philippine 1999 agreement therefrom. thereby have wi th liable
the
Petitioner
Fishing a ofincome can is
sake the
claimed whether partnership the an
agreement. Corporation," availed liable be a no
for also
taxpayers
relieved partnership tax,
distinct
held appears
such commissioner
of
unregistered for they tax
Fishing the
Lim that servesGear
between as argument corporate amnesty
purchase partnership
a of
part liable
then per exist cannot
The Tong they Gear Industries, of in
the
to
Antonio as despite
buy Lim,were juris
the
In of 13
 spondent. Yao
nership by ties
Fishing Yao ers,
hence, 14
a
and
Certification as andhowever,
following
findings:
factual
Specifically,
nership Article
nershipcOurts tioner. We XOXX Fiist exists The The private
general Petitioner
Lim,Corporation"
are and Lim trial suit
themselves.
tention
industry selves ship, 1767 clearly The not between filed as failed
Art. among
generalcourt frompartners, respondents
among Second was
both 1767 of persuaded Lim PARTNERSHIP,
totWO facts the was brought to
the showed the Tong
the of to
contribute or - Chua, Issues: the rendered pay
lower a Civil as instant
partners, SEC. a on
three dividing three.
common more By Yao thatfound nonexistent against the Lim. filed for
courts the Code by Existence petition AGENCY
its a the
existed the The were allegation collection
the money, contract which and there by
persons Decision, fishing &
ruled fund, him, arguments Court the TRUST
based profits existed the ofa claiming jointly corporation three
that with bind provides:
property, ofpursuant two Partnership ruled: that suit
nets
ruling
liable
on a among the them partner a of
lower that "Ocean theirinagainst and
the part part peti tothat the
inor to nopay as
capaci Chua,floats:
shownQuest
part Chua,
re

agreement,
bought (7) Mel of and funds,"
secured theJesusLim (6) Yao;boats dry the (5Petitioner
) curity of (4) Tong from (3) thequire Lim, (2) nioquested (1)
two
and partnership the in
Fishing
Sale FB
commercialChua
Chua docking That for
That refurbishing, Lim ,
Jesus twChua,
o
That wWould Over
That That
Nelson That That
nets Yao'sother by Corporation,
the Lim was Peter
entrusted because of Lim , they to fishing and after
alreadyfishingPetitioner
in
Peter
FB check,
a beand loan Tongthese finance Lim, they for PARTNERSHIP
pursuance boats,
from Yao
Tracy again shoulderedother extended
Chua bought brother the convening
boats, Yao
Yao re-equipping, Lim two
which
borrowed
the to
Respondent Chua'sbecausethe
amount of the and su m verbally Yao's join who
and to extendeda only (2) the the Lim
Ownership
Lim expenses venture. of of
of "unavailabilityof Yao executeda
byboatsto boats P3.35 FB for him, was Tong
partner;
Antonio the Tong FBwhich,Yao of by PetitionerP3.25 agreed a
agreed Jesusserve Lourdes few engaged
Philippinebusiness
Lady millionP1 Chua
repairing, in from while
million; Lim
Lim. papers loan for Lim; favor million to
times,
Chua Anne and the that
as Deed CMF
Lim and Anto
to se of ac in re

15
 16

operation
agreed
intangible need money, der the
excess the ment, totioner's engage a by is From
pay loan clear
Article repair boats, buying
not
th e they secured the which
between
throughdamages.(9) (ership
e) mation
ofnullityagainstBranch
1492-MN (8) name. ness
Fishing
Fishing
that fell or inthat
of like be brother.
1767. of
loss. and loan boats afactual are That
the any cash underwhich subsequently fishingChua, of ofLim 72 That
credit to already the a commercial
fishing Corporation,"Gear,PARTNERSHIP,
boats loss These with fromworth findings Compromise the contracts; bywas
orThe the divide In Tong
subsequently,
or were business, parties-litigants
Yao Antonio filed
or fixed the theirJesus case in
wouldindustry. contribution term boats, enumerated boats;
profit financed proceeds equally P3.35 and Lim behalf AGENCY
TRUST &
assets; revealed of
was documents; for (C ) in
"common Compromise Lim Lim both Agreement Chua their
be
from the million,which declaration
(4) the
divided That it among amicably (a) of
with intention their who hadlower injunction; and Civil
purported
the could topurchase of
they above. the declarationMalabon "Ocean
the suchfund" un th e financed
was decided
sale borrowed them courts, executed terms (b) Peter Case
equally parties be sale Agree started settled of
and fund
an and the peti and own
refor
Yao RTC, No. busiQuest
of by to it of of

to the in October
through toregistration; ship Article
absence of
petitioner
vice-president Bangkok, create
versus
Fresh The would sets
1769 proceeds chased ship was,prOceeded.
Given have boatbusiness.
equipment, Lim were ing altended so partnership. formedamonga
her 2000
an Moreover,
Marjorieformer Thailand, from
employer-employee case
partnership be
of among
engaged to nets to
but obviously
discusses on the the the
of divided from involve
not It and that not them
employer for her the boats, preceding
partnership, petitioner, without only it
Tocao in would the of
Tocao,
operationsNenita stint existence the in
himself acquired the to is also
the and among which the the floats, nets theclear
as
difference
agreement sales
fishing facts, acquisition which have shows PARTNERSHIP
who in A. Employer-employee relation
Bangkok. marketing Anay
relationship
Belo and
them.constituted
and
Chua sobeen in h and that
botpurchase
conveyed of the that
Ultra met vs. of theybusiness. and it much
furtherance the the
between CA, partnership a agreed
operations isbusiness
inconceivable of
essential they
Yao, cdear floats.
partnership of
BeloClean
Williamadviser G.R. the in the
the
her or They that
a buying toTheboat, had
introduced a main could
aforesaid
desire Water partnership. anNo. thereof that partner of
fishing, indeed
T. of there their fis h
127405, the as pur not the for but ex
Belo, agreement
Technolux
to
Purifier, despite
enterAnay then
04 17
 baocOunt Anaymade products
apart Sonal herimmediately name came
assurances
agreement (10%)agreedCompany. in sales.head
(4) tion;distributorship
Commission Wisconsin,
talist, product with jointbution into 18

to two (3)
any a
fromsales. offices. (upon to of West venture of joint
a of go0d of Anayfinancial of
further doCuments The Tocao
the considering kitchen
thirty-seven
her
the Geminesse from percentthirty the Instead, Bend
Due
Belo undertook the his that was of parties marketing U.S.A. venture
ten unsatisfactory having percent annual as and
the six that of
to invitation
monetary Commitments. henot presidentCompany,
explained
percent was (2%) percent cookware relating
they agreed Under assignedcookwares. with PARTNERSHIP,
her West
secured reduced Anay her
percent Enterprise, (30%) net
success, the sincere, for agreed department experience her
of Bend profitswould to and the
(10%) commitments
sales West task toher of (6%) that a to for
to from their manufacturer joint AGENCY
(37%)
her
the
dependablewriting to Belo's general Anay Belo
the
Belrecord
o of Company demonstration the of of be
share
that savingBend)distributorship a the transactions
sales the entitled that use and venture, volunteered and importation &
Commissionsigned sole on name the TRUST
in business;company.
overall Anay' s manager,
later, established job
in went to
the said proprietorship.
the the operated and
the she
to: Belo of
Anay. strength would should
vice-president of
profits.
commission a
business to name with kitchen
memoMakati honestservices. weekly (2) (1) acted marketing toand
for the of and
Thereafter, under make; ten The in West not relationship finance local
USA cookware overriding Anay wares
her
entitling and
on when of produc percent securing appear
parties as
Belo's Bend capi distri
was per ac and Belo the The and fo r th e the
Cu it as in

tionship withshould
Enterprise terprise
Anay
ferred partnership writing, the against
existent."
wasthe troduce
Anay to mission.1987.strations her thatlonger
the agreement"
alleged five she
merely The the On
share dent
cOunting industrialprofits shall
losses. adent's If in Wasregular have to nor In Belo As
percent in was
partnership, indeed this either for As their
receive there been because, ratified,"
far andfollowing a vice-president h October
botbarred
in had employer, acted result,
the As and case? court. her
an
soleMarjorie as answer, Tocao.
ofthe partner petitioner lodged agreed (5%)Makati
anlosses the a Belo from 9,
net the
industrial
right The compensation
partnership proprietorship as as was Anay year,
profit. each same
it Court remuneration, marketing Anay was Marjorie witTocao
Anayh Overriding and 1987,
business of with holding of PARTNERSHIP
shall is Tocao. "either filed she
to the difficultTocao
partner
income the herself
concerned, Geminesse Anay
Cubao
demand ruled: or a did
partner,venture, not There office
was Department
an demonstrator or unenforceable
of that commission
complaint not
and
in to
offices. learned
be mustemployer-employee dismissal, Marjorie Geminesse
admitted,En
was and receive Enterprise and
for
private
to
believe
the private and could his
except
liable share
receive a business. only"neither Belo for conducting Anay that
formal of her not th e up
that such Tocao. role asserted sum
respon for that in respon complaint of have
Labor or tostill and she
they void same
her ac the the the In conmplaint Geminesse was reduced December
of
and Because been money
receiveddemon further, was
to or com
rela that no 19
not re in in in
a
 20

Idos that theremitted

existence ing Appeals
underscore
Petitioners the various
distributorship
cookware. of ized was then, sale 30% 70%mitted wares, that tion hername tiWhat c operated
prise, The
to undated Trade
The
v.damages
claim, used
as
the of offor it of of was fact
were werenated the
receivables,
which CourtP208,250.00." did th e COokwares,
that would that a
business
partnership, of
stocks only water its the
business that on soleunder that
the best more not common business firm registered PARTNERSHIP,
(though a
ofawarded f or cookware the application enterprise.
be August
proprietorship,
of
return sterilizer the
unsold evidence partnership
Appeals, than
Geminesse activities,practical enterpriseengagedname, the
utensils, distributorship
cookwarewas
Obviously name name activity with name
in
which anything the petitioner 19, AGENCY
goods the this to business,"
or foWhile
r
"unaccounted fact Geminesse
reasons
for 1987 the
ofCourt private which purifier. was skillet,
was in
renewal of
winding was between Enterprise is &
presentedthetoand the that petitioner retail Geminesse
else, a TOcao itBureau
was of
TRUST
not said: ploy devoted while only she " is
existence the included
uncollected up respondent, -it
Indubitably of ofmerely of no
true
yet them.proves amount to and Court Enterprise "60% alsindicated
stage),termi Tocao's was 20% "kitchenO registra Domes
that
moment.
offset to Enter
the un the util the the
of In of to to ad in

tioners
and tion.
The
the convert
misunderstanding tween concretely
ness
respondent fice
ager, to
struction vatebusiness
to Thus,efforts
nancial to
cluded
Undoubtedly, 1987.ber
received out It
the
respondent is
isSincelaw. in reap of not
operation, respondent
therefore and the both not extent as to the complainant remained
vate
partnership the to operation,
petitioner make
gains private
for her surprisingpartners. been trial
privatepartnership two. wasspokeherofthallow partnership
into e
Torda
Lina that resulting
herself
petitioner
overriding had terminated,court.
partnership
partnership created
at a the However, aand noMakati in respondent
the X
respondent between private front she been X SincePARTNERSHIP
resultedlonger business and/or
she
Tocao then X."
exists
until
Would from commission in
perception
necessary that and
marketing
respondent Cruz,
man started
of unceremoniously
Tocao October that, the the
Cubao other became private fo r from
partners a mere in even venture partnership
has a petitioner even petitioner
dissolvedsham people. to unilaterally the
falling
predicatedwil no falling
in
sales assert
shout adept
respondent's until1987, after
fixed organiza does to partnership
a
petiby the succesS. asand
CO
out or utprivateoffices hold Her herself
at in Bel o Decem booted she private has
term under busi
not be of in pri the fi ex still pri not

21
 22
may estoppelby
partnership aPartnership
be
actual faith
resentation iswith one, orArticle
ken implied, Aside dissolved on
liable consents their
of one as or
may from
or
such to or awritten1825. Article can however, lutionmay,itself.
dissolution
attendance cause mutual turn,
capability nership. veryperson"xXX. mutual
apparent partner by
has any more to be
the result foundation the PARTNERSHIP,
representation, considered
or at for dependent
ofVerily,
such another 1825 his resolve, wishes The
been persons When
in
by discussions in of act the dissolution to Its widesire
l
partnership, persons conduct, of
a partnership sole right of
made, representing an
a
provides liability the bad in any give continued and to aand AGENCY
existing
not person, created goodpleasure, along onassociate partner. to
partnership faith one it, the essence choose consent,
given who actual to represents
himself, for provided and &
whom
suchrep foabove
r faith, with TRUST
and partnershipor by via the damages." can at of constancy the eachexistence Thus:
credit has,partners,he dictate himself
him wordsestoppel:
instanceswhere prevent not will. the of with
if but absence
He a partner's
by that whom it
he to on to that partners the may
spo partnership that must,disso of is, is
has the the any the the law that part the
whereby it of in a be

Son:
partner a
1)
It person
representation.
represents cases
other itisting
(n) representation. a fact,
the agent or When
withsentation a apparent so
consenting not
person, ingmade
in is partnership same
partner
more giving been made
required
an separately.
resentation if hemember
(2) he(1)
acting partnership of a any, is such
person is
existing respect manner persons tothe in liableWhen When
liable partner
to creditwhether
made in
himself
that and isact When
bind
persons an sO
of its
representation a
them existing has consenting by or publíc
partnership the
or to as as pro no the as abeing the
through in the consent not making
communicated or PARTNERSHIP
joint
obligation persons
all
though been to partnership;
partnership rata partnership
though manner
partnership a
persons
the
consenting toactual
partnership,
the incur with
representation
made: with
act to thus to the the or
words he
or consenting ormembers the who samepartners,
represented liability, the
the he consented he
with obligation results;
representation, rely extent to
were
contractother representation
liability were liability knowledge to is
or liable
written by a Such or such has
one ofpartner an
estoppel, but uponthe with otherwisepersons,
he
to
to
the and results,
or results, person
of or its
or to of in repre is to actual Such
one re p has
conduct
more the the
all ex in in an be orthe be
a
per as per 23
 (mis)represented. the makinggiving topped
has estoppedner otherwise
PartnershipConsenting
follows: Sons to assets
also.
later),
actualestoppel
partnership ship. being or
knowledge or be representation; Sons 24

thcredit
Thus,the
e has shall As not a consented
he However,
partner the
menber not an
representation not further separately. partners, Once
by be to is partner liability exists. actual actual
been
considered
or by theliable all
of
liability is to
with provided estoppel; contract makingwhere of As given
these partner; partners;
its
the made pro the by the
results, being PARTNERSHIP,
that the law estoppel elements
partnership. result a credit
persons/partrnership or or as or
rata the and
knowledge provides the made 2)
attaches communicated such by
consenting Liability
representation with individual he of
representation to 3) He
Article shall isthe the AGENCY
whether the are a inhas
that liable third
shall other beThus
existence actual a
to of 1825, attaches so liable present, publicmade
TRUST
&
the his as person
result its representing (as or
being tothe persons, as
liability as though such
apparent the with wil manner;
who representation Such to as apparent
a relied
even to incur such partnership
made." person partner be such, representation
is the shall
if be as his he
without partner with discussed upon 3)
being liability,any,
himself personal were when partner
part without
so es per such
so an a by

jointly be: ing representationabout

Partnership thirdtween
Partnership
partnership, 1)
witsolely
h However,the if tion. and isact shipWhen the representation.XXX fact, person;
Finally, the agent or"When
sentation a the
Article
the partner
the or
the consent legalization same
of joint
obligation all by
more person
is with of with by
persons the the persons made estoppel; the person a 1825
the manner persons in
respect to the
act
to bind the estoppel;
person law law persons an considered
consenting
representation ormembers the in of principal provides
provides consenting obligationresults; them existing has
provides
athe to as not
representation, partnership:Ratification though been
PARTNERSHIP
making persons consenting Presumed
partnership toactual
being that
but of partnership,
the
a
thus partner
to that to of in
the that he an
the the th e who same
partners, the
the not is the alexisting
l
ratification
were represented agencyagency
representation.
representation; personother a by rely extent to third by
liabilitymaderepresentapartnership such or
estoppel partner a with person:
he estoppel shall
cases partner upon
acting andrepre is to
shall of may the one be
an it in in an result
- and
either
or exist if
bring
2) the the be 25
 vides: be purpose:
lawful 1770 Purposes 26
considered,
ownership.
(1669)
governedcontract
shall bers,whose
Article Thus,(1666a) visions
tion favor provides In
judicialWhen ners. for Article
ful
have and of the
object order of
articles a of an
in jpso
1775. partnership the of decree,
the common 1770. for a
byno wherein the partnership
his instruments State,
unlawful or the to
juridical facto, Penal be PARTNERSHIP,
the are purpose,
OwnAssociations
any kept
the
benefit
requirement
Aconsidered
provisions void.
formed without
Codepartnership partnership
profits
name
personality, onesecret
and and AGENCY
of
Furthermore, governing shall
or
persons, third
with prejudice
for effects interestmust of
the
among as &
relating and unlawful be is must having a TRUST
members juridical
the dissolved
and confiscated be
of to of have
shall societies, Article
the established
the been
to purposes crime. a confisca the
may mem a
CObe pro by part law formedentity,
1775 in a
Article
for
pro shall
a

consistent corporation.
bepurpose maybound said
porate exercise
porate
incorporate
Who
may
registered
pines, ment
considered
not to of
the CHAPTER
However, by
of befound and As ofUnder a the it
Article
moment Under
declaration its form partnership a However, is
a
in general a
as otherwise
partnership
corporation. This partners. profession. Article doing execution
a accordance on Article
partnership. as setup
in 1784.of
discussed public a
partnership. business the
by rule, 1767, order
for II.
the Would As wouldstipulated.execution A 1784,
PARTNERSHIP the
of
with policy, a a
the
any topartnershipcontract: a
Supreme What
27 result,corporation conduct in
have INCORPORATION
validly
above, bethe The two the patnership
since (1679) of
would in the
policies Philippines. to
or
reason do the
Court complete
a of
more be
joint acts the is
a incorporated business contract, begins
be and/or not
for business begins
on
venture corporation of persons
the allowed
the contrast the this from
general effect purpose ofa rule in unless from
shall
partnership may
or the the
to and OF
of to wil may for the
incor incor
rule this also the the dulyPhilip mo
be be