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PARTNERSHIP
Chapter 1
General Provisions
ARTICLE 1767. By the contract of partnership two or more persons bind themselves to
contribute money, property, or 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. (1665 a)
Concept of partnership
The above article gives the legal definition of partnership (often called co-
partnership) from the viewpoint of a contract. There are, however, other definitions.
Thus-
(1) “A partnership is an association of two or more persons to carry on as
co-owners a business for profit.” (Uniform Partnership Act, Sec. 6)
(2) “ A partnership is a legal relation based upon the expressed or implied
agreement of two (2) or more competent persons whereby they unite
property, labor or skill in carrying on some lawful business as principals
of their joint profit.” (Mechem, Elements of the Law of Partnership
[1923], p. 1.)
(3) “ A partnership is a joint undertakin to share in the profit and loss.”
(Eastman vs. Clark, 53 N.H.276,16 Am. Rep. 192)
(4) “ A partnership is the status arising out of a contract entered into by two
(2) or more persons whereby they agree to share as common owners
the profits of a business carried on by all or any of them in behalf of all
of them.” (31 Words and Phrases [1957 ed.], p. 291)
(5) “ A partnership is an organization for production of income to which
each partner contributes one (1) or both ingredients of income, which
are capital or service.” ( Ibid., p. 292)
(6) “ A partnership is an entity, distinct and apart from the members
composing it, and, for the purpose of which it was created; it is a person
having its own assets and liabilities and any benefit or liability attaching
to a member of the partnership, results from the partnership relation.”
( Ibid., p. 293.)
(2) Power to dissolve partnership.- Neither would the presence of a period for its
specific duration or the statement of a particular purpose for its creation prevent
the dissolution of any partnership by an act or will of a partner. Among partners
mutual agency arises and the doctrine of delectus personae allows them to have
the power, although not necessarily the right, to dissolve the partnership. Verily,
anyone of the partners may, at his sole pleasure, to dictate a dissolution of the
partnership at will. He must, however, act in good faith. The attendance of bad
faith cannot prevent dissolution of the partnership but that it can result for a
liability for damages.