1)Article 1815 – FIRM NAME

- May or may not include the name of one or

more partners
- Those who include their names but are not
partners are liable as partners (estoppel)
- Used of name of deceased partner is
permissible provided it is indicated the
partner is deceased.

Art. 1816 – LIABILITY FOR CONTRACTUAL

OBLIGATIONS
- A partner has the right to make all partners
liable for contracts he makes for the
partnership in the name and account of the
partnership (PARTNERSHIP LIABILITY)
- A separate undertaking by a partner
(INDIVIDUAL LIABILITY)

- PARTNERSHIP LIABILITY – pro rata (jointly)

and subsidiary (personally liable after
partnership assets are exhausted).
- Industrial partner is liable to third persons but
can recover the amount from the capitalist
partners. (IP is not liable only for losses)
Art. 1817 – Stipulation against liability
- VOID, except among partners

Art. 1818 – partner as agent of the partnership

- A partner can bind the partnership for acts
for the purpose of its business.
- Acts requiring consent of all partners, except
when authorized by the other partners, or
other partners abandoned the business

(1) Assign SPP

(2) Dispose of goodwill
(3) Making impossible to carry the business
of the partnership
(4) Confess a judgment
(5) Enter into a compromise
(6) Submit to arbitration
(7) Renounce a claim of the partnership

- No PARTNERSHIP LIABILITY without the

consent of all the partners
 Needs consent of all the partners
1) Usual Business
(a) No authority
(b) Third person knows the acting partner
has no authority
2)Acts of strict dominion
3)Acts in contravention of a restriction on
authority

Art. 1819 – Conveyance of partnership’s real

property
Partnership real property may be registered or
owned, as follows:
a) Partnership
b) One or more partners but not all
c) One or more or all, or in a third person in
trust for the partnership
d) All the partners

Art. 1820 – An admission or representation by a

partner concerning partnership affairs within the
scope of his authority is evidence against the
partnership
Art. 1821 – Notice or knowledge of a partner of
matter affecting the partnership operates as a
notice or knowledge of the partnership.

Art. 1822, 1823, 1824 – Solidary Liability arising

from partner’s wrongful act or omission, or breach
of trust

SOLIDARY LIABILITY (all partners and the

partnership) for wrongful act or omission (Art.
1822), misappropriation of money or property of a
third person (Art. 1823) without prejudice to
recover from the guilty partner

Art. 1825 – Partnership by estoppel

a) By directly representing to anyone to be a
partner to an existing or non-existing
partnership
b) By indirectly representing himself by
consenting to another’s representation that he
is a partner.

- No partnership as between alleged partners

 - Law considers them partners to protect third
persons.
Effect of partnership by estoppel
a) PARTNERSHIP LIABILITY - if all partners
consented
b) PRO RATA (jointly) – no existing
partnership; all consented to the
misrepresentation.
c) SEPARATE LIABILITY (of all who consented)– no
existing partnership; not all consented to the
misrepresentation.

Art. 1826 – Liability of incoming partner

1)For exiting obligations – limited to his share
2)Subsequent obligations – extends to his
separate property.

Art. 1827 – Preference of partnerships creditors in

partnership property.
Remedy of separate creditors of the partners –
attachment of the INTEREST (share) of the
partner.