PARTNER RIGHTS AND POWERS Any partner may enter into a separate obligation to perform a partnership contract When

en a partnership for a fixed term or particular undertaking is continued after the termination of such term or particular undertaking without any express agreement, rights remain the same as they were at such termination, so far as is consistent with a partnership at will

ACTS, WHEN BINDING o Every partner is an agent of the partnership for the purpose of its business, and the act for apparently carrying on the business in the usual way is binding Including execution of any instrument in the partnership name Unless the partner has no authority, and the person with whom he is dealing has knowledge of this fact o An act which is not apparently for the carrying on of partnership business in the usual way is not binding Unless authorized by the other partners o RULE: One or more but less than all have no authority to: Assign partnership property in trust for creditors or on the assignee's promise to pay the debts of the partnership Dispose of the good-will of the business 3. Do any other act which would make it impossible to carry on the ordinary business of a partnership 4. Confess a judgment 5. Enter into a compromise concerning a partnership claim or liability 6. Submit a partnership claim or liability to arbitration 7. Renounce a claim of the partnership o EXCEPTION: When authorized by the other partners or unless they have abandoned the business CF. PARTNERSHIP LIABILITY o Responsible to every partner for the amounts he may have disbursed on behalf of the partnership + interest, from the time the expenses are made o Answer to each partner for the obligations he may have contracted in good faith in the interest of the partnership business, and for risks in consequence of its management PROFITS AND LOSSES o Every partner may associate another person with him in his share, but the associate shall not be admitted into the partnership without the consent of all the other partners PROPERTY RIGHTS o SPECIFIC PARTNERSHIP PROPERTY A partner is co-owner with his partners of specific partnership property A partner has an equal right to possess for partnership purposes; but he has no right to possess for any other purpose without consent of partners Not assignable except in connection with the assignment of rights of all the partners in the same property Not subject to attachment or execution, except on a claim against the partnership (partner/s or rep/s of a deceased partner cannot claim any right under the homestead or exemption laws) Not subject to legal support Partnership creditors shall be preferred to those of each partner as regards the partnership property Without prejudice to this right, the private creditors of each partner may ask the attachment and public sale of the share of the latter in the partnership assets o INTEREST IN THE PARTNERSHIP A partner's interest in the partnership is his share of the profits and surplus Effect of conveyance of whole interest in partnership Merely entitles the assignee to receive the profits to which the assigning partner would otherwise be entitled (In case of dissolution, assignee is entitled to receive assignor's interest and may require an account from the date only of the last account agreed to by all the partners) Not effects of conveyance of whole interest Dissolves the partnership Entitles assignee to Interfere in the management or administration Require any information or account Inspect the partnership books Charging order On due application by any judgment creditor of a partner, the court may charge the interest of the debtor partner with payment of the unsatisfied amount of a judgment debt with interest Court may appoint a receiver of his share of the profits, and of any other money due or to fall due to him in respect of the partnership The interest charged may be redeemed at any time before foreclosure, or in case of a sale being directed by the court, may be purchased without causing a dissolution With separate property, by one or more of the partners, OR With partnership property, by one or more of the partners with the consent of all the partners whose interests are not so charged or sold

PARTNER RIGHTS AND POWERS o RIGHT TO PARTICIPATE IN MANAGEMENT A power granted after the partnership has been constituted may be revoked at any time The partner who has been appointed manager in the articles of partnership may execute all acts of administration despite the opposition of his partners Unless he should act in bad faith Power is irrevocable without just or lawful cause Vote of partners representing the controlling interest necessary When there is a stipulation that none of the managing partners shall act without the consent of the others Concurrence of all shall be necessary for the validity of acts Absence or disability of any one of them cannot be alleged UNLESS: imminent danger of grave or irreparable injury If two+ have been entrusted with management without specification of duties, or without a stipulation that one of them shall not act without the consent of the others, each one may separately execute all acts of administration If any of them should oppose the acts of the others, majority rule In case of a tie, controlling interest Rules when manner of management not agreed upon All the partners shall be considered agents and whatever any one of them may do alone shall bind the partnership None of the partners may, without the consent of the others, make any important alteration in partnership's immovable property, even if it may be useful to the partnership (if refusal is manifestly prejudicial, seek court's intervention)

TITLE TO REAL PROPERTY In whose name Partnership Who can convey title Effect

Any partner, by a Partnership may recover, unless: conveyance in the Partner's act binds partnership partnership name Property has been conveyed by grantee to a holder for value without knowledge that partner exceeded authority Any partner, by a Equitable interest of the partnership is passed, so conveyance in his own name long as partner has authority to do so Partnership may recover if partners' act does not bind partnership, unless: Purchaser or assignee is a holder for value without knowledge that partner exceeded authority

Partnership

One or more but not all the Partners in whose name the partners (and record does title stands not disclose partnership's right) One or more but not all the partners, or in a 3P in trust for the partnership All of the partners

Partner (in the partnership Equitable interest of the partnership is passed, so name, or in his own name) long that partner has authority to do so All the partners All their rights in the property is passed

OTHERS o BOOKS - Every partner shall at any reasonable hour have access to and may inspect and copy any of the books o INFORMATION - Be informed about all things affecting the partnership o FORMAL ACCOUNT If he is wrongfully excluded from the partnership business or possession of its property by his co-partners If right exists under terms of agreement When there are benefits or profits derived without the consent of the other partners from any transaction connected with the formation, conduct, or liquidation or from any use by him of its property Whenever other circumstances render it just and reasonable

PARTNER OBLIGATIONS When a partnership for a fixed term or particular undertaking is continued after termination without express agreement, duties remain the same, so far as is consistent with a partnership at will

CONTRIBUTION o Every partner is a debtor for whatever he may have promised to contribute Bound for warranty in case of eviction with regard to specific and determinate things which he may have contributed (as the vendor is bound with respect to the vendee) Liable for the fruits thereof from the time they should have been delivered, without the need of any demand o When contribution consists of goods, their appraisal must be made in the manner prescribed in the contract of partnership In the absence of stipulation, it shall be made by experts chosen by the partners, and according to current prices, the subsequent changes thereof being for account of the partnership o The risk of specific and determinate non-fungible things contributed so that only their use and fruits may be for the common benefit shall be borne by the partner who owns them o A partner who has undertaken to contribute a sum of money and fails to do so becomes a debtor for the interest and damages from the time he should have complied with his obligation o ALSO: Debtor for the interest and damages for any amount he may have taken from the partnership coffers, and his liability shall begin from the time he converted the amount to his own use o Partners shall contribute equal shares to the capital UNLESS contrary stipulation o In case of an imminent loss, any partner who refuses to contribute an additional share to save the venture shall be obliged to sell his interest to the other partners EXCEPTIONS Industrial partner not required Agreement to the contrary COLLECTION Sum shall be applied to the two credits proportionally, even though he may have given a receipt for his own credit only (should he have given it for the account of the partnership credit, the amount shall be fully applied to that) A partner who has received his share of a partnership credit, when the other partners have not collected theirs, shall be obliged to bring to the partnership capital what he received, if the debtor should thereafter become insolvent DAMAGES Every partner is responsible to the partnership for damages suffered by it through his fault, and he cannot compensate them with the profits and benefits which he may have earned for the partnership by his industry ENGAGING IN BUSINESS An industrial partner cannot engage in business for himself Unless the partnership expressly permits him to do so ELSE: the capitalist partners may Exclude him from the firm , OR Avail themselves of the benefits which he may have obtained in violation of this provision (+ damages) Capitalist partners cannot engage for their own account in any operation which is of the kind of business in which the partnership is engaged Unless there is a stipulation to the contrary ELSE: Any capitalist partner shall bring to the common funds any profits accruing to him from his transactions, and shall personally bear all the losses INFORMATION Render on demand true and full information all things affecting the partnership LIABILITIES All partners shall be liable pro rata with all their property and after all the partnership assets have been exhausted for the contracts which may be entered into in the name and for the account of the partnership, under its signature and by a person authorized to act for the partnership A person admitted as a partner into an existing partnership is liable for all the obligations of the partnership arising before his admission as though he had been a partner when such obligations were incurred This liability shall be satisfied only out of partnership property, unless there is a stipulation to the contrary

PARTNER OBLIGATIONS PROFITS AND LOSSES Distribution Distributed in conformity with the agreement If only the share in the profits has been agreed upon, share in the losses in the same proportion In the absence of stipulation, the share shall be in proportion to what he may have contributed On industrial partner Not liable for the losses Shall receive such share in the profits as may be just and equitable If he has also contributed capital, he shall also receive a share in the profits in proportion to it Prohibitions Impugning designation by 3P of share in the profits and losses (unless manifestly inequitable) Complaining re: 3P decision by A partner who has begun to execute the decision A partner who has not impugned the same within a period of three months from the time he had knowledge Stipulation which excludes one or more partners from any share in the profits or losses Accounting For any benefit, and hold as trustee for it any profits derived by him without the consent of the other partners from any transaction connected with the formation, conduct, or liquidation or from any use by him of its property

SOLIDARY LIABILITY WITH PARTNERSHIP TO 3P o Where, by any wrongful act or omission of any partner acting in the ordinary course of the business of the partnership or with the authority of co-partners, loss or injury is caused to any person (non-partner), or any penalty is incurred o Where one partner acting within the scope of his apparent authority receives 3P's money/property and misapplies it o Where the partnership in the course of its business receives 3P's money or property and this is misapplied by any partner while it is in the custody of the partnership

PARTNERSHIP OBLIGATIONS ADMISSION, REPRESENTATION RE: PARTNERSHIP AFFAIRS o An admission or representation made by any partner concerning partnership affairs within the scope of his authority is evidence against the partnership

NOTICE o When deemed as notice to or knowledge of the partnership Notice to any partner of any matter re: partnership affairs Knowledge of the partner acting in the particular matter, acquired while a partner or then present to his mind Knowledge of any other partner who reasonably could and should have communicated it to the acting partner o EXCEPTION: Fraud on the partnership, committed by or with the consent of that partner RE: PARTNER ACTS o Responsible to every partner for the amounts he may have disbursed on behalf of the partnership + interest, from the time the expenses are made o Answer to each partner for the obligations he may have contracted in good faith in the interest of the partnership business, and for risks in consequence of its management RISK-BEARING o If the things contribute are fungible, or cannot be kept without deteriorating, or if they were contributed to be sold, risk shall be borne by the partnership. o In the absence of stipulation, the risk of the things brought and appraised in the inventory, shall also be borne by the partnership SOLIDARY LIABILITY WITH PARTNER TO 3P o Where, by any wrongful act or omission of any partner acting in the ordinary course of the business of the partnership or with the authority of co-partners, loss or injury is caused to any person (non-partner), or any penalty is incurred o Where one partner acting within the scope of his apparent authority receives 3P's money/property and misapplies it o Where the partnership in the course of its business receives 3P's money or property and this is misapplied by any partner while it is in the custody of the partnership