Download as docx, pdf, or txt
Download as docx, pdf, or txt
You are on page 1of 4

 Article 1802

 Where unanimity of action is stipulated


1. Concurrence necessary for validity of acts
- The partner may stipulate that none of the managing partners shall act without the consent of the others. This consent is so indispensable
that neither the absence nor disability of any one of them may be alleged as an excuse or justification to dispense with this requirements.

- Exception, When there is an imminent danger of grave or irreparable injury tot the partnership.

Article 1803

 Rules when manner of management has not been agreed upon


 All partners considered manager ff
- Partners may designate who will be a manager either when their contract is perfected or subsequently in this case all of them shall
considered managers and agents and whatever anyone of them may do alone shall bind the partnership.
 In case of timely opposition the matter shall be decided
1. Majority
2. Partners representing the controlling interest.

Article 1805

 Books of partnership
1. Rest on the managing or active partner
2. Should be kept at the principal place
3. Shall be access at “any reasonable hour”

Article 1807

 Partner accountable as fiduciary


1. Duty to act for common benefit
2. Duty to account for secret and similar profits
3. Duty to account for earnings accruing even after termination of partnership
4. Duty to make full disclosure of information affecting partnership

Article 1810

 Extent of property rights of a partner


1. Principal rights
- The property rights of a partner under the law are
A. His rights in specific partnership property
B. His interest in the partnership
C. His rights to participate in the management
2. Related Rights
A. The rights fro reimbursement fro amounts advanced to the partnership and to indemnification for risk in consequence of management
B. The right of access and inspection of partnership books
C. The rights to true and full information of all things affecting the partnership
D. The right to a formal account of partnership affairs under certain circumstances
E. The right to have the partnership dissolved also under certain condition.

Partnership property and partnership capital distinguished


1. Changes in value
-Partnership property is variable ( its value may vary from day to day with changes in the market value of the partnership assets.
- Partnership capital is constant ( It remains unchanged as the amount fixed by agreement of the partners and its not affected by
fluctuations in the value of partnership property.
2. Assets included
- Partnership property ( includes not only the original capital contributions of the partners but all the property subsequently acquired
on account of the partnership or partnership funds including partnership name, and the goodwill. )
- Partnership Capital (represent the aggregate of the individual contributions made by the partners maybe in the form of cash,
property or services.

 Ownership of certain property


1. Property used by the partnership
2. Property acquired by a partner with partnership funds
3. Property carried in partnership book as partnership assets
4. Other factors tending to indicate property ownership

 Natures of partners right in specific partnership property


1. Equal right of possession of the property for partnership purposes
2. Assignment of rights to the property
3. Attachment or execution
4. Legal support Partners interest not a debt due from partnership
Article 1812

 Nature of partners interest in the partnership


1. Share of the profits and surplus
A. Profit
- means the excess of returns over expenditure in a transaction or the net income of the partnership for a given period of time.
B. Surplus
- refers to the assets of the partnership after

You might also like