AUGUST 22, 2018 PARTNERSHIP WWW

Here is A, B, and C. A had his farm, his apartments and his mansion. B, on the other hand,
had his 5 cows, 5 carabaos and 5 horses. C finally, had his car, bulldozer and his tractor.
Atty: These are ALL of their properties. They entered into a partnership contributing all of their
properties. What kind of partnership?
Universal Partnership, but because the parties did not specify which kind of Universal Partnership,
the law presumes Universal Partnership of All Profits. This is because the law prefers the option
Student: with the least transmission of rights. Likewise, if there is ambiguity or doubt in the interpretation of
a contract, the law favors the option with the least transmission of rights.
Atty: What if the mansion burns down? Who will be entitled to the insurance proceeds?
Student: It would belong to A, the owner-partner.
The 5 cows had to be slaughtered and sold because they were no longer productive. Who
Atty: would be entitled to the proceeds of the meat?
Student: Owner-partner
Atty: Are meat considered fruits (such that if they are, they will belong to the partnership)?
Student: No, it is the milk of the cow that is its milk.
Atty: What if the mansion was sold? Who owns the proceeds?
The ownership is retained by the owner-partner, A. If it was sold by A as an exercise of his
Student: ownership, then the proceeds should belong to A. It is only the usufruct that is given to the
partnership.
Atty: So, how about the cows? Who owns the cows?
Student: B owns the cows. B only contributed the fruits of the property which are the milk.
Atty: So who owns the meat of the cows slaughtered?
B because meat is not the fruits. Meat is the cow itself—the principal thing contributed. The milk of
Student: the cow is the fruit of the cow.
What if the car exploded, and there was no more car for the partnership. What happens?
Atty: Who will suffer the loss?
The owner will suffer the loss. C will have to contribute another car. This is because it is only the
Student: use or usufruct of the car that he contributed.
However, we will learn that we have to determine whether he contributed the use of a
Atty: specific/particular car or use of a car (generic car). What about particular partnership? What
is it?
It has for its object determinate things, their use or fruits, or a specific undertaking, or the exercise
Student: of a profession or vocation. (Art. 1783)
If Jabar and Christine become partners— Christine offers her flowers – beautiful flowers,
Atty: and Jabar offers his car. What is the best business they can get into?
Student: Flowery delivery or funeral business (our favorite kind of business)
Atty: They contributed the flowers and the car. What kind of partnership?
Student: Particular partnership.
Atty: If Jabar does not deliver his car?
Student: Jabar is liable as a debtor to the partnership. He is liable for damages and costs incurred, as well.
One day, there was already a schedule for delivery from residence to the memorial park,
Atty: that is the route. The passenger was already waiting but no car of Jabar came. What can
Christine do?
Student: Christine may rent another car for service and for a driver.
Atty: If the partnership spend P10k for that, who will answer for that?
Jabar will have to answer for that. Jabar will have to refund the partnership the cost it
Student: incurred(10k). Likewise, Jabar will be liable for damages.
Atty: What kind of damages?
Actual damages—the cost of the car and the driver (P10k) and Moral Damages—the reputation
was besmirched. Jabar is liable for these damages (and others) to the partnership, not to
Student: Christine, his partner. So you cannot say that Jabar has to indemnify Christine, rather Jabar has to
indemnify the partnership.
Atty: What are the 5 types of damages?
(1) Moral
(2) Exemplary
(3) Nominal
Student: (4) Temperate
(5) Actual
(6) Liquidated (6 types of damages jud unta, but ang question ni Atty. sa recits kai “give 5
types of damages”)
Before the flowers arrived at the wake, the flowers were already dry. Christine’s flowers did
Atty: not bloom. Is there anything you can demand from Christine?
Student: Damages kay laya na ang flowers ni Christine. Nasuko ang clients. Di na daw sila mubalik ug palit
You were also an industrial partner. You had to drive the car. What kind of a partner are
Atty: you?
Student: Industrial and capitalist partner. He was both!
One time, another delivery was due. Passenger was waiting, lying in his wooden mosquito
net. The priest was waiting and nobody was there to be prayed over. Christine was looking
all over for Jabar to drive the car. It turns out Jabar was enjoying his 5th bottle of beer. Until
Atty: the family started crying not because of the dead but because of Jabar not driving the car.
Can Christine compel Jabar to go and drive the car instead of him enjoying his bottle of
beer?
Student: No, since it would amount to involuntary servitude.
Atty: While Jabar cannot be compelled to drive, what can Christine do?
Student: She can look for another driver. The payment will be charged against Jabar
On the next delivery, Christine never brought the flowers that she promised. The flowers
had to be bought and was spent by the family. The partnership was charged. Christine was
Atty: willing to pay. They spent 5k on the flowers. She willingly paid the family because the
flowers that she promised to deliver were used in a different event—a wedding. She earned
20k. So, she profited 15k. Can the partnership do anything?
Yes, the partnership can demand the fruits of the property the contribution of which she delayed
Student: from the time they should have been delivered without need of any demand. The partnership can
demand Christine’s profit of 15k.
In another situation, it was Jabar who did not bring the car. The passenger was waiting.
Atty: Jabar, instead of servicing the dead, he served the tourists. He earned 20k. What is the
obligation of Jabar?
Still the same. Jabar’s obligation as a partner of the partnership is still to answer for the fruits of
Student: 20k he earned from the property the contribution of which he delayed from the time they should
have been delivered.