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partner is treated as a confidential agent of the others and his duties are analogous
to a trustee
- Pang Lim and Galvez vs. Lo Seng, 42 Phil. 282 (1921)
- Tuason and San Pedro vs Zamora and Sons, 2 Phil 305
- Catalan vs Gatchalian, 105 Phil 1270
- Lim Tanhu vs Ramolete, 66 SCRA 425 (1975)
1. Duration Art. 1829;
- Hanlon vs Haussermann and Beam, 40 Phil. 796 (1920);
- Yu vs NRLC, 224 SCRA 75
2. Account for Benefits Art 1807; Meaning of transaction connected with conduct
of partnership Foucheck vs Janicek, 225 P. 2d 783 (1950) The courts have
interpreted transaction as the justice of each case demanded rather than by any
abstract definition, and have given the word a broad, comprehensive meaning
whenever necessary to meet the intention and purpose of the statute in which it
was employed. Transaction in the ordinary and popular sense has been defined as
signifying the doing or performing of any affair; that which is done or in the process
of being done, and again as a a matter or affair either completed or in the course
of completion. It is enough to constitute a given transaction a business transaction
if it carries a reasonable prospect of future advantage, even though the anticipated
values maybe lost in subsequent negotiations designed to bring it to fruition. This is
also true, even though it has no present market value in the hands of the
partnership or cannot be made the basis of a legal claim against parties outside of
the firm.
3. Engaging in Competitive Business Art 1808
a. Capitalist Partner
b. Industrial Partner Art 1789
D. Participation in losses Art 1799, 1797 (2nd par); 1798
Limited Partner Arts 1866, 1854, 1843, 1848, and 1851
VII. PROPERTY RIGHTS OF A PARTNER
A. General Scope Arts. 1810; 1805; 1806; 1809; 1796; 1830-1831
B. Right in Specific Partnership Property Art 1811
1. Co-Ownership partners are co-owners (tenants in common with
proportional, sometimes equal) right thereto, however, the rules on coownership do not necessarily apply; thus, this is not accurate because
specific partnership property is owned not by the partners in common but
by the partnership as a juridical person, since partnership is a distinct and
separate entity from the partners who compose it ( Art 1768)
2. Incidents of Co-Ownership
a. Equal Right of Possession
Not exclusive Art 1809 (1)
For Partnership purposes only Art 1811 (1)
Subject to agreement and provisions of Code Arts. 1811 (1), 1803 (2),
1800 (1st par.), 1803
b. Not assignable Art 1811 (2); Lozana vs Depakakibo, 107 Phil 728
(1960) makes assignee a partner without agreement of the others;
prevents interference of outsiders.
c. Not subject to attachment or execution Art 1811 (3) logical
consequence of non-assignability of his right to partnership property.
Remedy of partners separate creditors Art 1814
d. Not subject to support art 1811 (4) should now be art 195 of the
family code; but the interest in the partnership is subject to legal
support
C. Interest in Partnership Art 1812
1. Profit means the excess of returns over expenditures in a transaction or
series of transactions; or the net income of the partnership for a given
period of time ( De Leon, Partnership, p. 167) during the life of the
partnership
2. Surplus refers to the assets of the partnership after partnership debts
and liabilities are paid and settled and the rights of the partners among
themselves are adjusted ( art 1839) assets over liabilities after its
dissolution.
D. Assignment of partnership interest art 1813 does not cause dissolution;
- Realubit vs Jaso, supra
1. Assignee has no right to:
- Interfere in the management;
- Require any information or account;
- Inspect any of the partnership books
2. Assignee has right to
- Receive in accordance with his contract the profits accruing to the
-
assigning partner
Avail himself of the usual remedies provided by law in the event of fraud
in the management;
Receive the assignors interest in case of dissolution;
Require an account of partnership affairs, in case the partnership is
dissolved; and
Apply to the court for dissolution of the partnership, after the termination
of the specified term or undertaking or at any time if the partnership is
one at will.
E. Charging order Art 1814; 1827
1. Court will
(a) Enter an order charging the interest of the debtor partner with
payment of the unsatisfied amount of the judgment debt as well as the
interest thereon;
(b) Appoint a receiver of the debtor partners share of the profits and any
other money due or to fall due to him in respect of the partnership;
(c) Make all orders, directions, accounts, and inquiries which the debtor
partner might have made, or which the circumstances of the case may
require; and
(d) Direct the sale of the interest charged.
2. Redemption or purchase of charged interest
3. Right to dissolve partnership Art 1830 (c)
F. Participation in management Art 1800; 1801; 1802; 1803 acts of
administration not of strict ownership.