What has a juridical personality separate and distinct from that of each of the partners?

Chapter 1

I. Definitions

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

Element of delectus personae- where the

right of one partner is to approve or disapprove

of a new partner

Particular partnership – has for its object

determinate things, their use of or fruits, or a

specific undertaking, or the exercise of a

profession/vocation

Neither universal partnership for all present

property nor a universal partnership for all profits

Secret partnership – one wherein the existence

of certain persons as partners is not avowed or

made known to the public by any of the partners

Universal partnership of profits – comprises

all that the partners may acquire by their

industry or work during the existence of the

partnership

II. Discussion

1. 5 essential features of partnership

contract

(1)Valid contract

(2)Legal capacity

(3)Mutual contribution of money, property,

or industry

(4)Lawful

(5)Purpose to obtain profits

Why is a partnership characterized as a

preparatory contract?

Because it entered into as a means to an end,

the realization of profits.

2. Explain & illustrate: a partnership is a

juridical person

A partnership duly formed under the law is a

juridical person to which grants a juridical

personality separate and distinct from that each

of the partners.

For example:

If A and B form a partnership with X & Co., the

property of X & Co. is not A and B’s property and

likewise, A and B’s property is not X & Co.’s

Consequences of being a juridical person:

-Can sue and be sued

-Acquire any kind of property

-Insolvency of a partnership does not mean that

the partners themselves are insolvent

3. Give a case when a person who is not a

partner has a right to share in the profits of a

partnership

The receipt by a person of a share in the profits

of a business is prima facie evidence that he is

partner in the business, but no such inference

shall be drawn if such profits were received in

payment.

For example:

(1)Debt by installments

(2)Wages of an employee or rent

(3)Interest on loan

(4)Sale of a goodwill of a business

4. What is the importance of giving publicity

to the articles of partnership?

For the protection not only of the members

themselves but also third persons from fraud

and deceit to which they would otherwise be

easy victims.

5. Give the effects where a partnership is

formed for an unlawful purpose

Effects of an Unlawful Partnership

1) The contract is void ab initio.

2) The profits shall be confiscated in favour of

the government.

3) The instruments or tools and proceeds of the

crime shall be forfeited in favor of the

government.

4) The contribution of the partners shall not be

confiscated unless they fall under no. 3.

- A judicial decree is not necessary to dissolve

an unlawful partnership, except for the

convenienceand

peace of mind of the parties.

(1)The contract is void ab initioand the

partnership never existed in the eyes of

the law

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What is separate juridical personality of partnership?

What has a personality separate and distinct from that of owners?

What is the concept of juridical personality?

What do you mean when a partnership have a separate juridical personality as provided for by Article 1768?