CALA 2-2 PDF - Property Rights of a Partner

deceased partner, CANNOT claim any SECTION 2: Property Rights of a Partner right under the homestead or exemption laws; ARTICLE 1810. The property rights of a partn...

deceased partner, CANNOT claim any SECTION 2: Property Rights of a Partner right under the homestead or exemption laws; ARTICLE 1810. The property rights of a partner are: (4) A partner’s right in specific (1) His rights in specific partnership partnership property is NOT subject to property; legal support under article 291. (n) (2) His interest in the partnership; and (3) His right to participate in the ARTICLE 1812. A partner’s interest in the management. (n) partnership is his share of the profits and surplus. (n) ARTICLE 1811. A partner is co-owner with ARTICLE 1813. A conveyance (transferring) his partners of specific partnership by a partner of his whole interest in the property. The incidents of this partnership DOES NOT OF ITSELF DISSOLVE co-ownership are such that: THE PARTNERSHIP, or, as against the other partners in the absence of agreement, (1) A partner, subject to the provisions of ENTITLE THE ASSIGNEE, during the this Title and to any agreement between continuance of the partnership, to the partners, has an equal right with his interfere in the management or partners to possess specific partnership administration of the partnership business property for partnership purposes; BUT he or affairs, or to require any information or has no right to possess such property for account of partnership transactions, or to any other purpose without the consent of inspect the partnership books; “BUT it his partners; merely entitles the assignee to receive in accordance with his contract the profits (2) A partner’s right in specific to which the assigning partner would partnership property is NOT assignable otherwise be entitled.” However, in case of EXCEPT in connection with the fraud in the management of the assignment of rights of all the partners in partnership, the assignee may avail the same property; himself of the usual remedies. (3) A partner’s right in specific In case of a dissolution of the partnership, partnership property is NOT subject to the assignee is entitled to receive his attachment or execution, EXCEPT on a assignor’s interest and may require an claim against the partnership. (1) When account from the date only of the last partnership property is attached for a account agreed to by all the partners. (n) partnership debt the partners, or any of them, or the representatives of a ARTICLE 1814. Without prejudice to the preferred rights of partnership creditors SECTION 3: Obligations of the Partners under article 1827, on due application to a with Regard to Third Persons competent court by any judgment creditor of a partner, the court which entered the ARTICLE 1815. Every partnership shall judgment, or any other court, may charge operate under a firm name, which may or the interest of the debtor partner with may not include the name of one or more payment of the unsatisfied amount of of the partners. such judgment debt with interest thereon; Those who, not being members of the and may then or later appoint a receiver partnership, include their names in the firm of his share of the profits, and of any other name, shall be subject to the liability of a money due or to fall due to him in respect partner. (n) of the partnership, and make all other orders, directions, accounts and inquiries ARTICLE 1816. All partners, including which the debtor partner might have industrial ones, shall be liable pro rata made, or which the circumstances of the with all their property and after all the case may require. partnership assets have been exhausted (This means they must use all their The interest charged may be redeemed at personal assets, but only after the any time before foreclosure, or in case of partnership's assets have been used up), a sale being directed by the court, may be for the contracts which may be entered purchased without thereby causing a into in the name and for the account of dissolution: the partnership, under its signature and by a person authorized to act for the (1) With separate property, by any one or partnership. However, any partner may more of the partners; or (Any of the other enter into a separate obligation to partners can buy the interest using their perform a partnership contract. (n) own personal money) ARTICLE 1817. Any stipulation against the (2) With partnership property, by any one liability laid down in the preceding article or more of the partners with the consent of shall be VOID, except as among the all the partners whose interests are not so partners. (n) charged or sold. Nothing in this Title shall be held to deprive a partner of his right, if any, under the exemption laws, as regards his interest in the partnership. (n) ARTICLE 1818. Every partner is an agent of promise to pay the debts of the the partnership for the purpose of its partnership; business, and the act of every partner, including the execution in the partnership (2) Dispose of the good-will of the name of any instrument, for apparently business; carrying on in the usual way the business of the partnership of which he is a member (3) Do any other act which would make it binds the partnership. impossible to carry on the ordinary —(Every partner in a partnership acts as a business of a partnership; representative of the business. If a partner does something that seems like normal business for the partnership, the whole (4) Confess a judgment; partnership is bound by it.), (5) Enter into a compromise concerning a Unless the partner so acting has in fact no partnership claim or liability; meiriw authority to act for the partnership in the particular matter, and the person with (6) Submit a partnership claim or liability whom he is dealing has knowledge of the to arbitration; fact that he has no such authority. (7) Renounce a claim of the partnership. —(However, if the partner does not have authority for a particular action, and the No act of a partner in contravention of a person they’re dealing with knows that, the restriction on authority shall bind the partnership is not bound by that action.) partnership to persons having knowledge An act of a partner which is not apparently of the restriction. (n) for the carrying on of business of the partnership in the usual way, does not bind - (If a partner breaks a rule about their the partnership unless authorized by the authority, the partnership is not bound by other partners. the action if the other party knew about —(If a partner does something that’s not the restriction.) typical for the business, the partnership ARTICLE 1819. Where title to real property isn’t bound by it unless the other partners is in the partnership name, any partner approve.) may convey title to such property by a Except when authorized by the other conveyance executed in the partnership partners or unless they have abandoned name; BUT the partnership may recover the business, one or more but less than all such property unless the partner’s act the partners have no authority to: binds the partnership under the provisions of the first paragraph of article 1818, or (1) Assign the partnership property in unless such property has been conveyed trust for creditors or on the assignee’s by the grantee or a person claiming through such grantee to a holder for value Where the title to real property is in the without knowledge that the partner, in names of all the partners a conveyance making the conveyance, has exceeded his executed by all the partners passes all authority. their rights in such property. (n) Where title to real property is in the name ARTICLE 1820. An admission or of the partnership, a conveyance representation made by any partner executed by a partner, in his own name, concerning partnership affairs within the passes the equitable interest of the scope of his authority in accordance with partnership, provided the act is one within this Title, is evidence against the the authority of the partner under the partnership. (n) provisions of the first paragraph of article ARTICLE 1821. Notice to any partner of any 1818. matter relating to partnership affairs, and Where title to real property is in the name the knowledge of the partner acting in the of one or more but not all the partners, and particular matter, acquired while a partner the record does not disclose the right of or then present to his mind, and the the partnership, the partners in whose knowledge of any other partner who name the title stands may convey title to reasonably could and should have such property, but the partnership may communicated it to the acting partner, recover such property if the partners’ act operate as notice to or knowledge of the does not bind the partnership under the partnership (if one partner is informed about provisions of the first paragraph of article something concerning partnership affairs, that 1818, unless the purchaser or his assignee, information is considered to be known by the entire partnership. is a holder for value, without knowledge. This includes: - Knowledge that the acting Where the title to real property is in the partner has about the matter. - Knowledge that name of one or more or all the partners, or another partner could reasonably have shared in a third person in trust for the with the acting partner.) partnership, a conveyance executed by a except in the case of a fraud on the partner in the partnership name, or in his partnership, committed by or with the own name, passes the equitable interest of consent of that partner. (n) the partnership, provided the act is one within the authority of the partner under ARTICLE 1822. Where, by any wrongful act the provisions of the first paragraph of or omission of any partner acting in the article 1818. ordinary course of the business of the partnership or with the authority of his co-partners, loss or injury is caused to any person, not being a partner in the such person, whether the representation partnership, or any penalty is incurred, the has or has not been made or partnership is liable therefor to the same communicated to such person so giving extent as the partner so acting or credit by or with the knowledge of the omitting to act. (n) apparent partner making the representation or consenting to its being ARTICLE 1823. The partnership is bound to made: make good the loss: (1) When a partnership liability results, he (1) Where one partner acting within the is liable as though he were an actual scope of his apparent authority receives member of the partnership; money or property of a third person and misapplies it; and (2) When no partnership liability results, he is liable pro rata with the other (2) Where the partnership in the course of persons, if any, so consenting to the its business receives money or property of contract or representation as to incur a third person and the money or property liability, otherwise separately. so received is misapplied by any partner while it is in the custody of the When a person has been thus represented partnership. (n) to be a partner in an existing partnership, or with one or more persons not actual ARTICLE 1824. All partners are liable partners, he is an agent of the persons solidarily with the partnership for consenting to such representation to bind everything chargeable to the partnership them to the same extent and in the same under articles 1822 and 1823. (n) manner as though he were a partner in fact, with respect to persons who rely upon ARTICLE 1825. When a person, by words the representation. When all the members spoken or written or by conduct, of the existing partnership consent to the represents himself, or consents to another representation, a partnership act or representing him to anyone, as a partner obligation results; but in all other cases it is in an existing partnership or with one or the joint act or obligation of the person more persons not actual partners, he is acting and the persons consenting to the liable to any such persons to whom such representation. (n) representation has been made, who has, on the faith of such representation, given ARTICLE 1826. A person admitted as a credit to the actual or apparent partner into an existing partnership is partnership, and if he has made such liable for all the obligations of the representation or consented to its being partnership arising before his admission made in a public manner he is liable to as though he had been a partner when such obligations were incurred, except that this liability shall be satisfied only out of partnership property (only up to the amount of his capital contribution), unless there is a stipulation to the contrary. (n) ARTICLE 1827. The creditors of the partnership 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. (n)