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Questions and Answers
What right does a partner have regarding partnership books?
What right does a partner have regarding partnership books?
Under what circumstance can a partner demand a formal account of partnership affairs?
Under what circumstance can a partner demand a formal account of partnership affairs?
What must capitalist partners do if they engage in similar business operations without stipulation?
What must capitalist partners do if they engage in similar business operations without stipulation?
Which of the following is NOT included in the property rights of a partner?
Which of the following is NOT included in the property rights of a partner?
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What obligation does a partner have regarding profits derived without consent from partnership transactions?
What obligation does a partner have regarding profits derived without consent from partnership transactions?
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What type of partnership is created when no specific nature is defined in the contract?
What type of partnership is created when no specific nature is defined in the contract?
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Which partners are prohibited from forming a universal partnership?
Which partners are prohibited from forming a universal partnership?
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When does a partnership officially begin according to the obligations stated?
When does a partnership officially begin according to the obligations stated?
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What happens if a fixed term partnership continues after its term without an express agreement?
What happens if a fixed term partnership continues after its term without an express agreement?
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What responsibilities does a partner have concerning contributions to the partnership?
What responsibilities does a partner have concerning contributions to the partnership?
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How should goods contributed by a partner be appraised?
How should goods contributed by a partner be appraised?
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Which type of partnership is primarily focused on specific things or undertakings?
Which type of partnership is primarily focused on specific things or undertakings?
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What obligation does a partner have regarding fruits from contributed goods?
What obligation does a partner have regarding fruits from contributed goods?
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What is required for a partnership to exist based on the provisions provided?
What is required for a partnership to exist based on the provisions provided?
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Which statement correctly describes the nature of a partnership?
Which statement correctly describes the nature of a partnership?
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Co-ownership or co-possession of property automatically establishes what according to the provisions?
Co-ownership or co-possession of property automatically establishes what according to the provisions?
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What must a partnership have to be considered lawful?
What must a partnership have to be considered lawful?
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Which of the following is NOT a condition under which the receipt of profit by an individual indicates partnership?
Which of the following is NOT a condition under which the receipt of profit by an individual indicates partnership?
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When can a partnership be legally established without a public instrument?
When can a partnership be legally established without a public instrument?
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If a partnership is found to be unlawful and dissolved judicially, what happens to the profits?
If a partnership is found to be unlawful and dissolved judicially, what happens to the profits?
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What does prima facie evidence of profit sharing infer about a person's status in a business?
What does prima facie evidence of profit sharing infer about a person's status in a business?
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Study Notes
Title IX: Partnership - Chapter 1
- Partnership Contract: Two or more persons agree to contribute money, property, or industry to a common fund, intending to divide profits. A profession can also be a partnership.
- Juridical Personality: Partnerships have their own legal identity separate from its members, even if formal requirements aren't met.
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Partnership Existence Determination:
- People not partners to each other aren't partners to third parties unless stated otherwise.
- Co-ownership doesn't automatically create a partnership, even if profits are shared.
- Sharing gross returns doesn't establish a partnership, unless there's joint/common property interest.
- Receiving a share of business profits is evidence of partnership, but not definitive if payments are:
- Debt installments
- Employee wages
- Rent to landlord
- Annuity to deceased partner's representative
- Interest on a loan (payment varies with profits)
- Goodwill sale consideration (installments or otherwise)
Title IX: Partnership - Chapter 1 (Cont.)
- Partnership Lawful Object/Purpose: Partnerships must have a legal objective and benefit all partners.
- Unlawful Partnership Dissolution: If an unlawful partnership dissolves, the confiscated profits belong to the state.
- Partnership Property Contributions: Immovable property contributions require a public instrument with the inventory signed by the parties.
- Partnership with No Juridical Personality: Associations with secret member agreements and members who deal individually with third parties retain no legal personality, governed by co-ownership laws
- Partnership types: Universal vs. particular; general vs. limited
Title IX: Partnership - Chapter 2
- Partnership Commencement: Partnership begins at contract execution, unless otherwise agreed. After termination of specific term partnerships that continue automatically assume same obligations.
- Partner Debtor Liability: Partners are responsible for promised contributions and guarantee warranty for contributed property.
- Liability for Partnership Business Actions: All partners are responsible for business debts arising during regular operations
Title IX: Partnership - Chapter 3
- Partnership Dissolution: Dissolution is a change in relationship between partners that is not necessarily the termination, until the winding up of affairs is complete
-
Dissolution Causes:
- Agreement termination
- Express will of a partner (good faith)
- Express will of all partners
- Partner expulsion, in accordance with agreement
- Agreement violation (allowing dissolving circumstances)
- Business illegality
- Specific property loss
- Partner death/insolvency/civil interdiction
- Decree of court for partner's insanity/incapability/harmful conduct
- Termination of Partnership Authority: Dissolution ends partnership authority to act for the business (except on finalization/settlement)
Title IX: Partnership - Chapter x (cont)
- Liability of Partner After Dissolution: Partners remain liable for existing debts even after dissolution, unless otherwise agreed by parties (and/or a court)
- Partnership winding up: Partnership rights and responsibilities relating to management and property liquidation after dissolution
- Order of Payment: Partnership liabilities are prioritized when assets are distributed after liquidation
- Creditors of the partnership vs partner: creditors have priority on partnership property
- Continuing business after dissolution: Specific circumstances can preserve the business operations without liquidation
Title IX: Partnership - Chapter 4
- Limited Partnership Formation: Two or more persons form a limited partnership with general partners and limited partners. The limited partners are not responsible for partnership liabilities
- Certificate of Limited Partnership: Rules to be included in the certificate of formation (names, location, purpose, contributions, etc.)
- Limited Partner Liability Limitations: Limited partners aren't responsible for partnership debts above their contributions (unless they participate in management)
- Limited Partner Rights and Duties: Limited partners can't participate in business management. If they do, they accept general partner liabilities.
- Dissolution of Limited Partnerships: dissolution of a limited partnership occurs on various events and conditions
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