1.

2.
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4.
5.
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9.

10.
11.

Accodrding to the SC, what are the 2 essential requisites of a partnership? p.3
T/F Partners are considered co-owners of the common fund and the business partnership. p.4
Who are incapacitated to give consent to a contract of partnership? p. 5
What is required for an emancipated minor to enter into a contract of partnerhsp binding him to constribute real
property? P. 5
On what grounds may a spouse object to the other spouses contract of partnerhsip? In case of disagreement,
whose decision will shall prevail? FCC 73
What is the test of the existence of a partnersip? P.11
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.11
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 Commission
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.
Rosentock
T/F Parties need to know that the contract they entered into is a partnership. p. 15
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 Partners
Profits Forfeited in favor of the State, per Art. 1770
Per Bautista, all forfeited in favor of the state.
Illegal and Criminal

Illegal but not Criminal

Forfeited in favor of the State

No one, or in favor of the State

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

(NCC, Art. 1412)

Forfeited in favor of the State

Forfeited in favor of the State

(Primarily NCC, Art. 1770;

Secondarily RPC, Art. 45 and NCC
Art. 1411)

(NCC, Art. 1770)

Contribution

Profits

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.28
14. T/F A charitable institution can be organized either as a partnership or a corporation. p.28

15. What are the three aspects of community of interest in a partnership? p.29
16. A and B are co-owners of an income generating asset. Are they partners? P. 30
17. A and B jointly bought real property for resale at a profit divided proportionately to their contribution to the cost.
Are they partners? p.30
18. 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-coowners 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?

Formation

Partnership
Comes into being by mere
agreement

Corporation
Requires AOI, BL and
compliance with regulatory
requirements like secondary

Liability of Members
Admission as member
Management
Death or bankruptcy of
Member
Number of members
Life

subsidiary
Requires consent of all
partners
Lodged with the partners,
unless granted to a MP
Results in liquidation of
partnership
2 or more
indefinite

license
Generally none
Does not require consent of
other stockholders
Board of Directors
Does not affect corporation
May be one
AOI 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 contributed
d. Public Instrument + Recorded in SEC More than Php 3,000.00 capital
e. In any form No immovables or real rights, not more than Php 3,000.00 capital;
Effects:

f.
g.
h.
i.
j.
k.
l.
m.
n.
o.

p.

q.

r.

s.
t.

u.

Partnership with immovable property, if in writing but not notarized VOID

Partnership with immovable property, if notarized but no inventory VOID
Partnership with immovable property, if in writing not notarized and without inventory VOID
Partnership with immovable property, if notarized and with inventory VALID
Partnership with real rights, if in writing but not notarized ????!?!?!?!?!
Partnership with Php 2,999.00 capital verbal contract VALID
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
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 persons
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 persons
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
persons
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 persons
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
persons
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.
Partnership with Php 3,000.00 capital or more, which includes immovable property, in a public instrument
recorded in SEC VOID because no inventory
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.
Partnership with Php 3,000.00 capital or more, which includes immovable property, in a public instrument with
inventory, recorded in SEC VALID

26. When should a contract of partnership be in a public instrument? Immovable property or capital =< Php 3,000
27. When should a contract of partnership be in a public instrument and recorded in the SEC? capital =< Php 3,000
28. 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, VOID
29. 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 personality
b. The Partnership contract is void
c. The Partnership is not liable to third persons
d. The Partners are not liable to third persons
30. 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 Hermanos
31. 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. 61
36. T/F In a universal partnership of profits, the separate properties of the partners and usufruct thereof are not
covered. 61

37.