Classifications of Partnerships

Universal or Particular

Object of the Partnership

General or Limited

Liability of the Partnership

Universal Partnership

The present property or to all the profits

Partnership of all present property

Partners contribute all of the property which belong to them - to divide - and profits they may acquire through that property

Partnership of all present property

With stipulation subsequent acquisition of property and fruits, Unless it is inheritance, legacy or donation.

The fruits of that said property can be stipulated upon

In an universal partnership of all present property nstead of the actual property received through inheritance, legacy and donation.

Partnership of all present property

1. All properties belonging to the partners

2. profits from those properties

3. IF stipulated subsequent properties and their fruits.

Universal Partnership of Profits

Comprises all that the partners may acquire by their industry or work

Immovables or movable property contributed shall only be usufruct rights passing to the partnership

Universal Partnership

Subject or object is indefinite

Particular Partnership

Object is limited and well defined

Universal Partnership

Contemplates a general business with some degree of continuity

Particular Partnership

Confined to an undertaking of single, temporary, or ad hoc (for this) nature.

Universal Partnership

People who cannot donate to each other are prohibited to enter an

Particular Partnership

People cannot donate to each other can enter this

Universal Partnership

Never presumed

Particular Partnership

Presumed unless stipulated

Partnership of all present property

All property become common property between the partners

Universal Partnership of Profits

Property when contributed - only the usufruct rights are given

Partnership of all present property

Profits from the common property become common property.

Universal Partnership of Profits

All profits from INDUSTRY, WORK become common property and usufruct profits

Universal Partnership

Persons who are prohibited by law to give donations cannot enter into a

Null and Void

If a husband and wife enters a universal partnership

1. Husband and his mistress

2. Criminal and his victim

3. Husband and his wife (in excess)

4. guilty of the same criminal offense

People who arent allowed to donate to each other

General Partner

Constituted in any form through contract or conduct of the partnership.

Limited Partner

Created by the members after substantial compliance in good faith set forth by law

General Partner

May appear in the firm name and doesnt need the word Limited

Limited Partner

Must have the word Limited and the partner isnt included in the firm name

General Partner

Can contribute money, property or industry

Limited Partner

Can only contribute property or cash

General Partner

Have an equal right to management when the manner of management isn’t agreed upon.

Limited Partner

Has no share in management, if he does take control then he turns into a general partner.

General Partner

The proper party in an action against the partnership

General Partner

The interest of a general partner may be assigned WITH consent of the other partners. he may also associate with a 3rd person with him in his share.

Limited Partner

His interest is freely assignable with the assignee acquiring all of the rights SUBJECT to certain qualifications.

General Partner

Dissolves the partnership if he dies, insolvent, insanity, incapacity,

Limited Partner

Doesnt dissolve the partnership if he dies, insolvent, insanity, incapacity,

Money and Property only

Capitalist Partner Contributes?

Capitalist Partner

Cannot engage in the same or similar enterprise as that of his firm.

Capitalist Partner

Share into profits are according to the agreement or proprotionately
1. Stipulation as to losses

2. Agreement to profits

3. Pro rata

Industrial Partner

Contributes his industry mental or physical

Industrial Partner

Cannot engage in any business for himself

Industrial Partner

Recives a just and equitable share

Industrial Partner

Exempt to losses as between partners but it is liable TO 3rd persons, And can acquire reimbursement from the capitalist partners

Managing Partner

Those who maange or administer partnership affairs.

Silent Partner

Those who do not take an active part in the management

Ostensible Partner

One who takes an active part and is publicly known as a partner

Secret Partner

One who takes an active part in the business but is not know to be a partner by outside parties

Dormant/Sleeping Partner

A partner that is both secret and silent partner, doesn’t make himself public nor engage in management within the company.

Partners by estoppel

When presenting themselves as a partnership whether fictitious or existing they partners to that third party.

No real partnership is created

When it is a case of estoppel, _____ just to protect the rights of the third person.

Requisites of Partner by Estoppel

1. Person representing himself as a partner when he isnt

2. Person consents to another to represent him as a partner

3. Third person relied on the misrepresentation unaware of the deception

4. 3rd person gave credit to the actual/apparent partnership

5. The alleged partner cannot disallow liability by claiming he isnt actually a partner, he is bound as a partner.

Estoppel

that which precludes a person from denying or asserting anything contrary to that which has been established as the truth by his own deed or representation, either express or implied.

Pro rata or Proportionate

Liability to Partnership by estoppel if there is no partnership and all partners consented to representation

Liability is seperate

Liability to Partnership by estoppel if there is no partnership and NOT all partners consented to representation

Liquidating Partner

One who takes charge of the winding up of partnership affairs upon dissolution

Continuing Partner

One who continues the business of a partnership after it has been dissolved by reason of the admission of a new partner, retirement, death or expulsion of a general partner

Surviving Partner

One who remains after a partnership has been dissolved by death of any partner.

Sub-partner

One who is not a member of the partnership who contracts with a partner about the share in the partnership.

Universal Partnership of Profits

Presumed universal contract if there is no specification of its nature.

Obligations of a Partner

1. Give his Contribution

2. Not to use common fund for themself

3. Not to engage in unfair competitition

4. To account for and hold as trustee, unauthorized personal profits

5. Pay for damages caused by his fault

6. Duty to credit to the firm payment made by a debtor who owes him and the firm

7. Share with the other partners the shares from insolvent firm debtor

Rights of a Partner

a. Property Rights

1. Specific partnership property

2. Interest in the partnership

3. Participate in management

b. Right to associate with another person in his share

c. Right to inspect and copy partnership books

d. Rights to demand a formal account

e. Rights to ask for the dissolution of the firm at the proper time

Execution of the contract unless there is a suspensive condition/term

Partnership begins from the moment of ______ .

After termination the without any express agreement the partnership will remain valid.

Partnerships with a fixed terms if continued

prima facie evidence of a continuation of the partnership.

Continuation of the business by the partners or such of them as habitually acted therein during the term, without any settlement or liquidation of the partnership affairs

Partnership at Will

1. When there is no term, express or implied

2. When it is continued by the habitual behaviour managers

Debtor

_______ of the partnership for whatever he may have promised to contribute

Duty of a Partnership

1. Contribute what had been promised

2. Deliver the fruits

3. Duty to warrant

Warranty in case of eviction

For specific and determinate things which he promised contribute, when someone else has a better legal right to the thing.

Liable for specific determinate and fruits

Without the need of any demand, from the time they shouldve been delivered

1. Stipulation in the Contract

2. Experts chosen by the partners

3. Current prices

When the contribution consists of goods the appraisal shall be made by

Debtor for interest and damages

Partner that fails to contribute the sum of money on the date as well as if he pilfered from the partnerships coffers