Professional Documents
Culture Documents
Part 3
A: Yes. The reason is that a professional
partnership essentially covering the contribution of
service by the spouses, does not primarily bind
actual community or conjugal properties, and
therefore does not operate in violation of the
property rules governing marriage property
regimes.
D. May Corporations become Partners?
Tuason v Bolanos
The court held in this case that, corporation has no
power to enter into a partnership, but a corporation
may validly enter into a joint venture agreement,
where the nature of that venture is in line with the
business authorized by its charter.
Torres vs CA
The court held unequivocally that a joint venture
agreement for the development and sale of a
subdivision project would constitute a partnership
pursuant to the elements thereof under Article 1767
that defines when a partnership exists.
SEC RULES:
GR: Corporation cannot enter into a contract of
partnership with an individual or another
corporation on the premise that it would be bound
by the acts of the persons who are not its duly
appointed and authorized agents and officers,
which is inconsistent with the policy of the law that
the corporation shall manage its own affairs
separately and exclusively.
Exceptions:
a. The authority to enter into a partnership relation
is expressly conferred by the charter or the articles
of incorporation of the corporation, and the nature
of the business venture to be undertaken by the
partnership is in line with the business authorized
by the charter or articles of incorporation or
corporation involves.(SEC Opinion, 1980)
b.The agreement on the articles of partnership
must provide that all the partners shall manage the
partnership, and the articles of partnership must
stipulate that all the partners shall be jointly and
severally liable for all the obligations of the
partnership.(SEC Opinion, 1994)
C. Professional Partnerships
Art. 1783. A particular partnership has for its object
determinate things, their use or fruits, or specific
undertaking, or the exercise of a profession or vocation.
(1678)
Learn the rules like a pro, so you can break them like an artist.- Pablo Picasso