1. Accodrding to the SC, what are the 2 essential requisites of a partnership? p.32. T/F Partners are considered co-owners of the common fund and the business partnership. p.43. Who are incapacitated to give consent to a contract of partnership? p. 54. What is required for an emancipated minor to enter into a contract of partnerhsp binding him to constribute real property? P. 55. On what grounds may a spouse object to the other spouses contract of partnerhsip? In case of disagreement, whose decision will shall prevail? FCC 736. What is the test of the existence of a partnersip? P.117. What is the ONLY exception to the rule persons who are not partners as to each other are not partners as to third persons? NCC1825, p.118. Dr. Abong argued that he was not the employer of the deceased crewmembers o his ship but their partner, as evidence by a partnershp agreement between him and Simplicio Pananiban, survivng team leader. Was he correct? P. 13, Abong v. Workmens Compensation Commission9. Elese and Lyons, in various occassions, joined togetther to sell real estate, dividing the profits equally. In one later prospect, Elser asked Lyons to join him again, but the latter declined. Elser alone pursued the project, which proved very syccessful. Upon Elsers death, Lyons claimed a share of the profits of Elsers project, arguing that because of their prior joint transactions, they were partners even with respect to the last ne ofElser. p.11, Lyons v. Rosentock10. T/F Parties need to know that the contract they entered into is a partnership. p. 1511. A and B entered into a contract of partnership to operate a porn site for a fee. What is the status of the contract? p.16. Can B compel A to get his share of the earnings?Can B compel A to render an accounting? If B contributed computers, can he recover them? p.17.

Who gets the capital and profits of an illegal partnership?Per Arbes v. Polistico (illegal gambling case):Contributions Returned to the PartnersProfits Forfeited in favor of the State, per Art. 1770

Per Bautista, all forfeited in favor of the state.Illegal and CriminalIllegal but not Criminal

ContributionForfeited in favor of the State

(RPC, Art. 45; NCC Art. 1411)

No one, or in favor of the State

(NCC, Art. 1412)

ProfitsForfeited in favor of the State

(Primarily NCC, Art. 1770; Secondarily RPC, Art. 45 and NCC Art. 1411)

Forfeited in favor of the State

(NCC, Art. 1770)

12. Can a third party recover damages from an illegal partnership? p.28 (Where a transaction is on a legal subject matter and the third person is without knowledge of the partnerships illegal purpose, he may bring a recovery suit against the partners who contracted with him or autorized the contract.)13. What is the cause of a contract of partnership? p.2814. T/F A charitable institution can be organized either as a partnership or a corporation. p.2815. What are the three aspects of community of interest in a partnership? p.2916. A and B are co-owners of an income generating asset. Are they partners? P. 3017. A and B jointly bought real property for resale at a profit divided proportionately to their contribution to the cost. Are they partners? p.3018. Was there a partnership where a group of people shared in the cost of a sweepstakes ticket that won? Gatchalian v. Collector.19. Recite the rule on corporations as partners in Tuason v. Bolanos: citing the US Case of Qyoming-Indiana Oil Gas Co. v. Weston, the SC in Tuason v. Bolanos ruled that though a corporation has no power to enter into a partnership, it may nevertheless enter into a joint venture with one another, where the nature of that venture is in line with the business authorized by its charter.20. Recite the rules in determining the existence of a partnership under Art. 1769 of the New Civil Code:

3CGPdrwagi

Art. 1769. In determining whether a partnership exists, these rules shall apply:

(1) Except as provided by Article 1825, persons who are not partners as to each other are not partners as to third persons;

(2) Co-ownership or co-possession does not of itself establish a partnership, whether such-co-owners or co-possessors do or do not share any profits made by the use of the property;

(3) The sharing of gross returns does not of itself establish a partnership, whether or not the persons sharing them have a joint or common right or interest in any property from which the returns are derived;

(4) The receipt by a person of a share of the profits of a business is prima facie evidence that he is a partner in the business, but no such inference shall be drawn if such profits were received in payment: (a) As a debt by installments or otherwise;(b) As wages of an employee or rent to a landlord;(c) As an annuity to a widow or representative of a deceased partner;(d) As interest on a loan, though the amount of payment vary with the profits of the business;(e) As the consideration for the sale of a goodwill of a business or other property by installments or otherwise.

21. What are the 3 differences between a Joint Venture and a Partnership? p. 42 (Number of Transactions, Title to Property Contributed, Name)22. What are the 3 distinctions between agency and partnership? p. 46 (Control, reciprocity of agency, title to profits as co-owner of as compensation)23. What are the 2 similarities of a corporation and a partnership? p.53 (separate juridical personality, contribution of capital to a common fund) What are their 7 differences?

PartnershipCorporation

FormationComes into being by mere agreementRequires AOI, BL and compliance with regulatory requirements like secondary license

Liability of MemberssubsidiaryGenerally none

Admission as memberRequires consent of all partnersDoes not require consent of other stockholders

ManagementLodged with the partners, unless granted to a MPBoard of Directors

Death or bankruptcy of MemberResults in liquidation of partnershipDoes not affect corporation

Number of members2 or moreMay be one

LifeindefiniteAOI required to indicate life, which cant be longer than 50 years.

24. What is the Texas Statute?25. What are the provisions on the form of a contract of partnership?

Art. 1768. The partnership has a judicial personality separate and distinct from that of each of the partners, even in case of failure to comply with the requirements of Article 1772, first paragraph.

xxx

Art. 1771. A partnership may be constituted in any form, except where immovable property or real rights are contributed thereto, in which case a public instrument shall be necessary. (1667a)

Art. 1772. Every contract of partnership having a capital of three thousand pesos or more, in money or property, shall appear in a public instrument, which must be recorded in the Office of the Securities and Exchange Commission.

Failure to comply with the requirements of the preceding paragraph shall not affect the liability of the partnership and the members thereof to third persons. (n)

Art. 1773. A contract of partnership is void, whenever immovable property is contributed thereto, if an inventory of said property is not made, signed by the parties, and attached to the public instrument.Scenarios:a. If immovable property is contributed, it should be in a public instrument and accompanied with an inventory of said real property, otherwise the contract of partnership is void. It is not necessary to record it in the SEC;b. If the capital is more than three thousand pesos, but none of which is immovable property or real rights, then it should be in a public instrument, filed with the SEC.c. Public Instrument + Inventory Immovable Property or Real Rights are contributedd. Public Instrument + Recorded in SEC More than Php 3,000.00 capitale. In any form No immovables or real rights, not more than Php 3,000.00 capital;

Effects:

f. Partnership with immovable property, if in writing but not notarized VOIDg. Partnership with immovable property, if notarized but no inventory VOIDh. Partnership with immovable property, if in writing not notarized and without inventory VOIDi. Partnership with immovable property, if notarized and with inventory VALIDj. Partnership with real rights, if in writing but not notarized ????!?!?!?!?!k. Partnership with Php 2,999.00 capital verbal contract VALIDl. Partnership with Php 3,000.00 capital verbal contract partnership still with juridical personality, and no affect on the liability of the partnership and the members thereof to third persons m. Partnership with Php 3,001.00 capital verbal contract partnership still with juridical personality, and no affect on the liability of the partnership and the members thereof to third personsn. Partnership with Php 3,000.00 capital or more, in writing but not notarized partnership still with juridical personality, and no affect on the liability of the partnership and the members thereof to third personso. Partnership with Php 3,000.00 capital or more, in writing not notarized and not recorded in SEC partnership still with juridical personality, and no affect on the liability of the partnership and the members thereof to third personsp. Partnership with Php 3,000.00 capital or more, in writing not notarized and recorded in SEC Im sure SEC wont accept it because its not in a public instrument, but partnership still with juridical personality, and no affect on the liability of the partnership and the members thereof to third personsq. Partnership with Php 3,000.00 capital or more, in a public instrument, not recorded in SEC partnership still with juridical personality, and no affect on the liability of the partnership and the members thereof to third personsr. Partnership with Php 3,000.00 capital or more, in a public instrument recorded with the SEC partnership still with juridical personality, and no affect on the liability of the partnership and the members thereof to third persons.s. Partnership with Php 3,000.00 capital or more, which includes immovable property, in a public instrument recorded in SEC VOID because no inventoryt. Partnership with Php 3,000.00 capital or more, which includes immovable property, in a public instrument with inventory, but not recorded in SEC Partnership still with juridical personality, and no affect on the liability of the partnership and the members thereof to third persons.u. Partnership with Php 3,000.00 capital or more, which includes immovable property, in a public instrument with inventory, recorded in SEC VALID26. When should a contract of partnership be in a public instrument? Immovable property or capital =< Php 3,00027. When should a contract of partnership be in a public instrument and recorded in the SEC? capital =< Php 3,00028. What is the inventory in Art. 1773? When is it required? What does noncompliance entail? Inventory of immovable property contributed; when such properties are contributed to the capital of the partnership, VOID29. T/F If a contract of partnership with a Php 5,000 capital is not in a public instrument, or if in such a public instrument but not recorded in the SEC:a. The Partnership does not acquire separate juridical personalityb. The Partnership contract is voidc. The Partnership is not liable to third personsd. The Partners are not liable to third persons30. Fortis is entitled to 5% of net profits of the business by way of compensation but is not entitled to manage or vote. Is he a partner? p.50, Fortis v. Gutierrez Hermanos31. T/F A partnership cannot be guilty of acts of insolvency if all of its partners are solvent. p.57, Campos Rueda & Co. v. Pacific Commercial Co.32. T/F In a suit against a partnership, service of summons may be served on its Managing Partners or any official and need not be served to all partners. 57, Vargas v. Chan.33. T/F the death of a partner justifies dismissal of a case against the partnership. 57, Ngo Tian Tek v. Phil. Educ. Co.34. When does the legal personality of the partnership cease? A. Dissolution B. Winding up C. Liquidation D. Accounting (Yu v. NLRC)35. T/F In a universal partnership of Property, the partners can stipulate to include property subsequently acquired by inheritance, legacy or donation, or their fruits only. 6136. T/F In a universal partnership of profits, the separate properties of the partners and usufruct thereof are not covered. 6137.