ATENEO CENTRAL BAR OPERATIONS 2007 Civil Law SUMMER REVIEWER

ATENEO CENTRAL BAR OPERATIONS 2007 Civil Law SUMMER REVIEWER —Adviser: Dean Cynthia Roxas-Del Castillo; Heads: Joy Marie Ponsaran, Eleanor Mateo; Understudies: Joy Stephanie Tajan, John Paul Lim; Subject Head: Thea Marie Jimenez; Pledgees: Naealla Rose Bainto, Sandra May Maclang— CHAPTER 1: GENERAL PROVISIONS (General Professional Partnership, Art.1767¶2) Two or more persons may also form a partnership for the exercise of a profession. ELEMENTS OF A PARTNERSHIP: There shall be a partnership whenever: 1. There is a meeting of the minds; 2. To form a common fund; 3. With intention that profits (and losses) will be divided among the contracting parties. ESSENTIAL FEATURES: 1. There must be a VALID CONTRACT. 2. The parties must have LEGAL CAPACITY to enter into the contract. 3. There must be a mutual contribution of money, property, or industry to a COMMON FUND. 4. There must be a LAWFUL OBJECT. 5. The purpose or primary purpose must be to obtain PROFITS and DIVIDE the same among the parties. • It is also required that the articles of partnership must NOT be kept SECRET among the members; otherwise, the association shall have no legal personality and shall be governed by the provisions on CO-OWNERSHIP (Art. 1775). • "kept secret among the members" = secrecy directed not to third persons but to some of the partners CHARACTERISTICS: 1. Essentially contractual in nature (Art. 1767, 1784) 2. Separate juridical personality (Art. 1768) 3. Delectus personae 4. Mutual Agency (Art. 1803) 5. Personal liability of partners for partnership debts FORM OF PARTNERSHIP CONTRACT GENERAL RULE: No special form is required for the validity of a contract. (Art. 1356) CHAPTER 2: OBLIGATIONS OF PARTNERS PARTNERSHIP - a contract wherein 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. (see Art. 1767, CC) Art. 1784. A partnership begins from the moment of the execution of the contract, unless it is otherwise stipulated. EXCEPTIONS: 1. Where immovable property/real rights are contributed (Art. 1771) a. Public instrument is necessary b. Inventory of the property contributed must be made, signed by the parties and attached to the public instrument otherwise it is VOID 2. When the contract falls under the coverage of the Statute of Frauds (Art. 1409) 3. Where capital is P3,000 or more, in money or property (Art. 1772) a. Public instrument is necessary b. Must be registered with SEC NOTE: • SEC Opinion, 1 June 1960: For purposes of convenience in dealing with government offices and financial institutions, registration of partnership having a capital of less than Php 3,000 is recommended. SEPARATE JURIDICAL PERSONALITY Art. 1768. The partnership has a juridical personality separate and distinct form that of each of the partners, even i