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GENERAL PROVISIONS
Essential Requisites of a contract of partnership
- Valid contract
- Contribution
- Organized for gain or profit
- Lawful object of purpose (common benefit or interest of partners) A partnership must have a lawful object or purpose, otherwise it may be declared dissolved by a judicial decree, and the profits shall be confiscated in favor of the state. TWO TEST: ● First test - if there’s an agreement to contribute money, property, or industry to a common fund ● Second test - if there’s an intent to divide profits among the parties
- A partnership is a nominate contract because it has a specific name in the civil code, and it needs to follow the provisions in that chapter TWO Types of persons
- Natural person - a person that is made of flesh and blood; born through the natural processes of humans giving birth or through medical advances.
- Artificial person - a person who is considered as one because of provisions of the law (e.g. a corporation) - An artificial person can form a partnership as per law, as the law recognizes it as a person with rights to purchase properties, and contribute money, property, or industry to a common fund. Characteristics of a Contract of Partnership ● Consensual ○ Perfected by mere consent ○ Meeting of the minds of two or more persons ● Commutative ○ Contribution of partners is considered equivalent of other partners ● Principal ○ Doesn’t depend on other contracts ● Bilateral or Multilateral ○ A contract entered into by 2 or more persons ● Onerous ○ Each partner must contribute ● Nominate ○ Has a name in law ● Preparatory ○ Contract in preparation for another contract 9 / 08 Discussion of Atty. Ardona ● Partnership just needs to be consensual ○ The intention to contribute to a common fund and Art. 1767. By the contract of partnership, two or more persons bind themselves to contribute money, property, or industry to a common fund with the intention of dividing profits among themselves. Two or more persons may form a partnership for the exercise of a profession.
profit from it is considered a partnership. ● Can X sue Y if X claims it was not his intention to join the partnership allegedly?
- Yes, it always one’s right to sue. However , it will not prosper as it was being reduced to writing , the decision will be based upon the actions of the parties such as their contributions. Effects of no written contract
- Parameters agreed upon conditions
- One cannot be performed within a period of time. It cannot be enforced
- Profit and Loss ratio ● The person who owns the property has the responsibility to have it notarized and make an inventory of the property ● If you contribute PHP 3 , 000 or more, it should be in writing. ● If B sued D, in which B contributed PHP 1 million but there was no written contract, will the suit be pursued?
- No, ( 1 ) because of their actions and ( 2 ) if you did not follow it is not void since the law hasn’t said it directly. - However, the partnership is unenforceable – only effective if it is not yet executed in which in this case, the partnership has been executed. ● Should the contract of partnership be registered at SEC at all times?
- If there is a land involved, then yes as the law requires the partnership to have it notarized and the owner must make an inventory to make it a public instrument. Form of partnership ( 1 ) Partnership can be agreed to orally
- If there is a real property or use , it should be in writing, made into a public instrument, and have it inventorized - Remedy: refine the instruments of the contract ( 2 ) Register with SEC for TIN (a) For business taxes (b) TIN to be validated ● Can two partnerships form a partnership?
- Yes, because a partnership is already recognized as an artificial partnership ● If there is one void partnership and one valid partnership, what will happen to the partnership that they will form?
- The partnership to be formed is now void, because of the void partner which fails to comply with the requisites of a partnership. ● If there is one void and two valid partnerships that will form a partnership, what will happen?
- The partnership will not void but also not valid, because there is still a member without a legal capacity, making the partnership voidable.
- Remedy: Ratify or kick out the void partner Principles Applicable ● Affectio Societatis ○ Desire to formulate an active union with people among whom there exists mutual confidence and trust. ● Delectus Personae (Personal Choices) ○ Pertains to the right to choose who to associate with These two principles are always applicable in a contract of partnership regardless if there is a fixed term or specific undertaking, they can still leave.
Creation Created by contract By contract and law Juridical Personality It has legal personality; Can be sued or can sue Has no juridical personality Purpose For profit Common enjoyment of a thing or right. Not necessarily for profit Profit It may be stipulated upon Always dependent on the proportionate shares Dissolution By death or incapacity of a partner Not by death or incapacity of co-partner Form In any form. If real property is contributed, public instrument is required No public instrument is needed even if real property is the object of co-ownership RULE 3 ● Disputable presumption of establishing net profit of a partnership ● If it is gross returns/gross profit, then there’s no presumption of establishing partnership – as gross profit may still lead to a net loss if expenses are higher than it RULE 4 Prima Facie - based on the first impression accepted as correct until proven otherwise. ● A joint purchase doesn’t bring a co-partnership or a partnership when there’s an agreement to share profits and losses on the sale of land In order to constitute a partnership: ( 1 ) Intention to form the same ( 2 ) Generally participating in profits and losses ( 3 ) And such a community of interest (third persons as enabled each party to contract, manage the business, and dispose of the whole property Art 1770. A partnership must have lawful object or purpose, and must be established for the common benefit or interest of the partners. When an unlawful partnership is dissolved by a judicial decree, the profits shall be confiscated in favor of the state, without prejudice to the provisions of the Penal Code governing the confiscation of the instruments and effects of a crime. Lawful object or purpose ● It should be possible to do ● Not contrary to the law, morals, good customs, public order, or public policy Effects of an Unlawful Partnership
- Contract is void from the beginning
- The profits shall be confiscated by the government
- Instruments/tools and proceeds of the crime shall be forfeited by the government
- Contributions or partners shall NOT be confiscated unless they fall under no. 3
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 Real Right - a right that is attached to a thing rather than a person. Includes ownership, use, habitation, usufruct, predial servitude, pledge, and real mortgage Public Instrument - document by notary public in the presence of the parties who sign it before witnesses FORM OF CONTRACT PARTNERSHIP General Rule: No Form is required (oral or writing) Exception: a public instrument is needed for real properties or real rights in real properties Art 1772 - Every contract of partnership having a capital of PHP 3 , 000 or more, in money or property, shall appear in a public instrument which must be recorded in the Office of the SEC 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. Personal property - are movable properties such as jewelry, appliances, furniture, motor vehicles, and other assets/investments Purpose of registration ● Set a condition for the issuance of licenses to engage in business or trade ● Tax liabilities of big partnerships cannot be evaded and the public can also determine the more accurately their membership and capital before dealing with them 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 ● Inventory to be signed by the parties and attached to the public instrument is also indispensable to the validity of the partnership whenever immovable property is contributed to it. ● Applies as long as real property or real rights are initially bought into the partnership. ● Real property was contributed, in which case an inventory of the contributed property duly signed by the parties should be attached to the public instrument. Intention
- Primarily to protect third persons
- A public instrument under Art 1773 would be useless if there is not inventory of the property contributed - Without contribution and description, they cannot be subject to inscription in the Registry of Property and their contribution cannot prejudice third persons
- The contract is declared void by law if there is no inventory made Art 1775 - Associations and societies whose articles are kept secret among the members, and wherein any one of the
No fixed term or not formed for a particular undertaking Has a fixed term or particular undertaking which is continued after the termination of such without any express agreement b. Partnership with a fixed term The life or period of existence of the partnership is agreed by the partners c. Partnership for a particular undertaking It will exist until the purpose is accomplished
- ACCORDING TO REPRESENTATION TO OTHERS a. Ordinary Partnership
- two or more persons bind themselves to contribute money, property or industry to a common fund with the intention of dividing the profits among themselves b. Partnership by Estoppel
- Persons represent themselves, or consent to another representing them to anyone, as partners in an existing partnership or with one or more persons not actual partners
- ACCORDING TO THE LEGALITY OF ITS EXISTENCE a. De Jure
- Complied with all the legal requisites for its creation
- Fully recognized by law
- No consequence b. De Facto Partnership
- Not complied with all the legal requirements for its creation
- Lacking one of the requirements
- There will be sanctions such as loss of certain rights
- Required to pay fees Why is there a need to categorize between de jure and de facto? → To know whether there will be sanctions imposed on the partnership. This distinction is crucial in law and governance to address inconsistencies, understand the root causes of certain outcomes (like segregation), and determine responsibility for actions, especially when formal rules are not followed in practice. Art. 1777 - A Universal partnership may refer to all the present property or to all the profits ● Universal partnership of all present property ● Universal partnership of all profits Art. 1778 - A partnership of a present property is that in which the partners contribute all the property which actually belongs to them to a common fund, with the intention of dividing the same among themselves, as well as all the profits which they may acquire therewith. Contributions of the partners:
- All the properties actually belonging to the partners
- The profits acquired with said properties Art 1779 - In a universal partnership of all present property, the property which belongs to each of the partners at the same time of the constitution of the partnership, becomes the common property of all the partners as well as all the profits which they may acquire therewith. A stipulation for the common enjoyment of any other profits may also be made; but the property which the partners may acquire subsequent;y by inheritance, legacy, or donation cannot be included in such stipulation, except the fruits thereof. Future Property (Inheritance, Legacy, or Donation) cannot be included because:
- Contracts regarding successional rights cannot be made
- Partnership demands that the contributed things be determinate, known and certain
- Universal Partnership of all present properties really implies a donation, and it is well known that generally, future property cannot be donated Art 1780 - A universal partnership of profits comprises all that the partners may acquire by their industry of work during the existence of the partnership. Movable or immovable property which each of the partners may possess at the time of the celebration of the contract shall continue to pertain exclusively to each, only the usufruct passing to the partnership. ● Partners retain the ownership over their present and future property. What passes to the partnership are the profits and the use of the same. Art 1781 - Articles of universal partnership, entered into without specification of its nature, only constitute a universal partnership of profits ● Presumption in favor of universal partnership of profits imposes loss obligation because their real and personal properties are retained by then in naked ownership. Art 1782 - Persons who are prohibited from giving each other any donation or advantage cannot enter into universal partnership. Rationale: Universal partnership is virtually a donation to each other off the partner’s properties (or at least, their usufruct). Thus if persons are prohibited to donate to each other, they aren’t allowed indirectly what the law prohibits directly. The partnership is NULL and VOID, its nullity may be raised anytime. No legal personality was ever acquired. Those cannot enter a universal partnership
- Legally married spouses (they can however for a profession or vocation)
- Person living together as husband and wife without valid marriage
- Persons who were guilty of adultery or concubinage at the time of donation
- Persons found guilty of the same criminal offense, in consideration thereof
- As to state of survivorship a. Surviving partners - those that continued the partnership after dissolutionby reason of death of a partner b. Deceased partners - those who dies while being a member of a partnership
- As to the effect of expulsion a. Expelled partners - expelled from the partnership by other partners for a valid cause b. Expelling partners - who cause the expulsion of a partner for a valid reason
- As to the value of the contribution a. Majority partners - those contribution represents majority or controlling interest b. Nominal partners - contribution represents the minority interest Legal relations created by a contract of partnership Relation between…
- Partners (A & B)
- Partners and partnership (A & B, and AB)
- Partners and 3 rd persons (A & B, and C & D)
- Partnerships and 3 rd persons (AB, and C & D Art 1784 - A partnership begins from the moment of the execution of the contract, unless it is otherwise stipulated Art 1785 - When a partnership for a fixed term or particular undertaking continued ater the termination of such term or particular undertaking without any express agreement, the rights and duties of the partners remain the same as they were at such termination, so far as is consistent with a partnership at will. A continuation of their busines by the partners or such of them as habitually acted therein during the term, without any settlement or liquidation of the partnership affairs, is prima facie evidence of a continuation of the partnership. Partnership with fixed term - life or period of existence of the partnership has been agreed upon by the partners Partnership for a particular undertaking - it will exist until the purpose is accomplished Partnership at will - does not fix its term. Birther and life of it is predicted on the mortal desire and consent of the partners. The right to choose with whom a person wishes to associate himself is this very foundation and essence of that partnership Art 1786 - Every partner is a debtor of the partnership for whatever he may have promised to contribute thereto He shall also be bound for warranty in case of eviction with regard to specific and determinate things which he may have contributed to the partnership, in the sae cases and in the same manner as the vendor is bound with respect to the vendee. He shale also be liable for the fruits thereof from the time they should have been delivered, without the need of any demand. OBLIGATION OF EVERY PARTNER
- Obligation to contribute what had been promised ( 1786 )
● Failure to contribute such would make the partner and debtor, even if there’s no demand a. Obligation to deliver the fruits thereof ( 1786 ) ● Property together with the fruits is to be given, without the need of any demand. Failure to do so can become the debtor for the interest and damages fromthe time he should have compiled with his obligation b. Obligation to warrant ( 1786 ) ● Warranty in case of eviction refers only to specific or determinate things which a partner contributed to the partnership ● To deliver the fruits of the property ● Failure to contribute partnership is a debtor ● Time of contribution ( 1787 ) appraisal
- Obligation with respect to contribution of money ad money converted by a partner for personal use ( 1788 ) ● Duty of a partner to contribute on the due date ● Partner will be liable for that amount on converting the amount and on use ● Legal rate of interest if failure to pay in due time ● Indemnify the partner to pay
- Obligation not to engage to any business for himself ( 1789 ) ● Industrial - any business is prohibited to prevent conflict of interest ● Capitalist - prohibited in an operation in same or similar kind
- Obligation to contribute capital when necessary additional capital ● Depends on stipulation of partnership ● In absence, contribution of capital is equal share for capitalist ● Additional capital except in case of imminent loss of the business (capitalist partners have an obligation to provie additional share to save the venture) – if refuses, capitalist must sell his share
- Obligation of the managing partner who collects a debt ( 1792 ) ● Priority is for the partnership, then the whole sum is for the partnership only ● Partnership is priority over personal affairs of managing partner ● Only time is only the debt is more onerous ● Only to managing partner
- Obligation of partner who receives share in partnership credits ( 1798 ) ● He shall be obliged to bring the partnership capital what he has received ● Always the partnership first
- Obligation of partner for damages (duty of dilogence) ( 1794 ) ● Every partner is subject to damages suffered by his fault
stipulation authorizing him Profits Shares according to agreement (if non, then according to contribution proportion) Shares according to agreement (if none, receive such share as may be just and equitable under the circumstances) Losses General Rule: agreement (if none, then same proportion as to profits) Exception: if no agreement for profits and losses, as to contribution General Rule: agreement Exception: if none, industrial partner is not liable for any losses Remedies of capitalist partners against an industrial partner who engaged in business for himself
- Capitalist may exclude industrial from the partnership plus damages
- Capitalist may avail benefits from the industrial plus damages Involuntary Servitude - Compel to perform a specific performance Res Perit Domino - it is lost to the person who was the owner of its at the same time; owner bear the lost Art 1790 - Unless there is a stipulation to the contrary, the partner shall contribute equal shares to the capital of the partnership. Art 1791 - If there is no agreement to the contrary, in case of an imminent losst of the business of the partnership, any partner who refuses to contribute an additional share to the capital, except an industrial partner, to save the venture, shall be obliged to sell his interest to the other partners. OBLIGATION OF CAPITALIST PARTNERS TO CONTRIBUTE ADDITIONAL CAPITAL ● Presumes the capitalists are solvent General Rule: Capitalist not bound to contribute additional capital Exception: Stipulation and; In case of imminent loss of the business of the partnership to save the venture, if a capitalist refuses to contribute additional capital, they are obliged to sell their interest to other capitalist partners. Fiduciary relationship - principle of trust and confidence, if a capitalist is not willing to make additional contributions there is no more fiduciary relationship. Art 1792 - If a partner authorized to manage collects a demandable sum which was owed to him in his own name, from a person who owed the partnership another sum also demandable, the sum thus collected shall be applied to the two credits in proportion to their amounts, even though he may have given a receipt for his own credit only, but should he have given it fo the account of the partnership credit, the amount shall be fully applied to the latter The provisions of this article are understood to be without prejudice to the right granted to the debtor by Article 1252 , but only if the personal credit of the partner should be more onerous to him ( 1684 ) ● Not applicable to managing partner as there’s no basis for the suspicion that the partner is in bad faith
● If no stipulation on who is managing the partner, then all partners are managers Obligation of managing partner who collects debt requisites
- Existence of at least two debts (managing partner is the creditor and the other where the partnership is the creditor and;
- Both sums are demandable Art 1793 - A partner who has received, in whole or in part, his share of a partnership credit, when the other partners have not collected theirs, shall be obliged, if the debtor should thereafter become insolvent, to bring to the partnership capital what he received even through he may have given receipt for his share only ( 1685 a) ● Equity demands proportionate share in the benefits of losses Art 1792 Art 1793 As to the number of credits Two distinct credits (favor of the partnership and the managing partner) Only one credit (favor of the partnership) As to applicability Only to a managing partner Applies to any partner As to debtor’s insolvency Debtor not insolvent Debtor has become insolvent Art 1794 - Every partner is responsible to the partnership for damages suffered by it through his fault, and he cannot compensate them with the profits and benefits which he may have earned for the partnership by his industry. However, the courts may equitably lessen this responsibility if through the partner’s extraordinary efforts in other activities of the partnership, unusual profits have been realized ( 1686 a). ● Damages suffered cannot be set off with the profits and benefits the partner has earned by his industry. ● Obligation of the partner to earn benefits and profits for the partnership, and his obligation not to cause damages through negligence for the partnership ● Only a law and an obligation are required to be compensated or set off ● If from extraordinary efforts gaining profits have been realized, principle rests on equity Art 1795 - The risk of specific and determinate things, which are not fungible, contributed to the partnership so that only their use and fruits may be for the common benefit, shall be borne by the partner who owns them. If the things contributed are fungible, or cannot be kept without deteriorating, or if they were contributed to be sold, the risk shall be borne by the partnership. In the absence of stipulation, the risk of the things brought and appraised in the inventory, shall also be borne by the partnership, and in such case, the claim shall be limited to the value at which they were appraised ( 1687 ). RISK OF LOSS
- Specific and determinate things which are not fungible
exempted from liability Liability refers to the obligation towards third persons and losses refers to obligation among partners Art 1798 - If the partners have agreed to intrust to a third person the designation may be impugned only when it is manifestly inequitable. In no case may a partner who has begun to execute the decision of the third person, or who has not impugned the same within a period of three months from the time he had acknowledged thereof, complain of such decision. Manifestly Inequitable - outcome in a case that is plainly and obviously unjust acceptance of an involuntary guilty plea constitutes manifest injustice. Impugned - oppose or attack as false or lacking integrity THIRD PERSON DESIGNATING THE SHARE OF PARTNERS IN THE PROFITS AND LOSSES General Rule: it is valid Exception: not valid and may be questioned if it is manifestly inequitable Unless: a. A partner began to execute the decision of the third person, or b. A partner has not questioned the said decision of the third person within a period of three months from the time he had acknowledged thereof Art 1799 - A stipulation which excludes one or more partners from any shares in the profits or losses is void ( 1691 ) ● Only the stipulation is VOID and not the partnership contract ● Profit and losses will be distributed as there was no agreement discussed Exception: An industrial partner is not liable for losses unless he waived that right Art 1800 - The partner who has been appointed manager in the articles of partnership may execute all acts of administration despite the opposition of his partner, unless he should act in bad faith; and his power is irrevocable without just or lawful cause. The vote of the partners representing the controlling interest shall be necessary for such revocation of power. A power granted after the partnership has been constituted after the partnership has been constituted may be revoked at any time ( 1692 a). ● One, all or some may be the managing partners designated in the contract or after it has already been constituted. ● No agreement: management is vested in all of the partners. 2 MODES OF APPOINTMENT
- Appointment as manager in the articles of Partnership ● GENERAL RULE: Power is irrevocable without just or lawful cause ● EXCEPTION: to remove him for just cause, vote partners having controlling interest is necessary; to remove him without just cause, there must be unanimity including his own vote. ○ Change in the will of the parties, terms of
contract, a novation, requiring unanimity ● EXTENT OF POWER: if he acts in good faith, he may do all acts of administration despite the opposition of his partners; if in bad faith, cannot do any act of administration. Must be noted that the presumption in law is in favor of good faith.
- Appointment as manager made in an instrument other than the articles of partnership ● Rule: Power to act may be revoked at any time with or without just cause by the partners owning the controlling interest ● Reason: such appointment is a mere delegation of power; revocable at any time ● Extent of power: manager can do all acts of administration Act 1801 - If two or more partners have been intrusted with the management of the partnership without specification of their respective duties, or without a stipulation that one of them shall not act without the consent of all the others, each one may separately execute all acts of administration, but if any of them should oppose the acts of the others, the decision of the majority shall prevail. In case of a tie, the matter shall be decided by the partners owning the controlling interest. ( 1693 a) WHEN 2 OR MORE MANAGING PARTNERS HAVE BEEN ENTRUSTED WITH THE MANAGEMENT REQUISITES:
- Two or more partners are managers
- No specifications of respective duties; and
- No stipulation unanimity, that is, that one of them shall not act without the consent of all the others. GENERAL RULE:
- Each one may separately execute all acts of administration EXCEPTIONS: (if any of the managers should oppose)
- Decision of the majority of managing partners will prevail
- If tie, the decision of the managing partners owning the control interest shall prevail. Art 1802 - In case it should have been stipulated that none of the managing partners shall act without the consent of the others, the concurrence of all shall be necessary for the validity of the acts, and the absence or disability of any one of them cannot be alleged, unless there is imminent danger of grave or irreparable injury to the partnership. STIPULATION REQUIRING UNANIMITY OF ACTION General Rule: Unanimous consent of all the managing partners is necessary for the validity of the acts, and absence or disability of any managing partner cannot be alleged. Exception: When there's an imminent danger of grave or irreparable injury to the partnership. ● Not applicable to 3 rd persons ● The obligation is not imposed upon third person who contracts with the partnership ● A third person may and has a right to presume that the partner with whom he contracts has, in the ordinary and natural course of business, the consent of his
● Legal representative of any deceased partner, and ● Legal representative of any partner under legal disability Art 1807 - Every partner must account to the partnership for any benefit, and hold as trustee for it any profits derived by him without the consent of the other partners from any transaction connected with the formation, conduct, or liquidation of the partnership or from any use by him of its property. Rationale: the partners are governed by fiduciary relationship, that is, mutual trust and confidence ● Referring only to any profits derived by a partner without the consent of the other partners. Art 1808 - The capitalist partners cannot engage for their own account in any operation which is of the kind of business in which the partnership is engaged, unless there is a stipulation n to the contrary. Any capitalist partner violating this prohibition shall bring to the common funds any profits accruing to him from his transactions, and shall personally bear all the losses. Rationale: the capitalist partner has already acquired knowledge of the business secrets of the partnership; hence, it is unfair for him to engage in a business that is of the same kind as the business in which the partnership is engaged. Effects of Violation
- The capitalist partner shall bring to the common fund any profits occurring to him, and;
- The capitalist partner shall personally bear all the losses Art 1809 - Any partner shall have the right to a formal account as to partnership affairs: ( 1 ) If he is wrongfully excluded from the partnership business or profession of its property by his co-partners; ( 2 ) If the right exists under the terms of any agreement; ( 3 ) As provided by Article 1807 ( 4 ) Whenever other circumstances render is just and reasonable General Rule: No formal accounting is demandable until after the dissolution of the partnership Exception: 1 , 2 , 3 , 4 of the article INDUSTRIAL CAPITALIST Prohibition Absolute prohibition The industrial partner cannot engage in business for himself, unless the partnership expressly permits him Relative prohibition The capitalist partner cannot engage in the same kind of busines as that of the partnership for his own account, unless stipulated Remedy Capitalist may:
- Exclude him from the firm plus damage
- Avail themselves of the benefits which he may have obtained Capitalist who violated shall:
- Bring to the common fund any profit occurring to him from the said transactions
- Personally bear all losses
Sec. 2 : Property Rights of a Partner Art 1810 - The property rights of a partner are: ( 1 ) His rights in the specific partnership property ( 2 ) His interest in the partnership, and ( 3 ) His right to participate in the management Art 1811 - A partner is a co-owner with his partners of specific partnership property. The incidents of this co-ownership are such that: ( 1 ) A partner, subject to the provisions of this Title and to any agreement between the partners, has an equal right with his partners to possess specific partnership property for partnership purposes; but he has no right to possess such property for any other purpose without the consent of his property ( 2 ) A partner’s tight in specific partnership property is not assignable except in connection with the assignment of rights of all the partners in the same property; ( 3 ) A partner’s right in specific partnership property is not subject to attachment or execution, except on a claim against the partnership. When partnership property is attached for a partnership debt, the partners, or any of them, cannot claim any right under the homestead or exemption laws; ( 4 ) A partner’s right in specific partnership property is not subject to legal support under Art 291.
- A partner has an equal right with his partners to possess specific partnership property for partnership purposes
- A partner’s right in specific partnership property is not assignable: a. Assignment: the transfer of rights or property and so transferred
- A partner’s right in specific partnership property is not subject to attachment or execution
- A partner’s right in specific partnership property is not subject to legal support Art 1812 - A partner’s interest in the partnership is his share of the profits and surplus. Profits - the excess of revenues over expenditures in a business transaction Surplus - the excess of receipts over disbursements. Funds that remain after a partnership has been dissolved and all its debts paid. ● A Partner’s right in specific partnership property cannot be assigned, attached, and subject to legal support ● Partner’s interest in the partnership can be assigned, attached, and subject to legal support Art 1813 - A conveyance by a partner of his whole interest in the partnership does not of itself dissolve the partnership, or as against the other partners in the absence of agreement, entitle the assignee, during the continuance of the partnership, to interfere in the management or administration of the partnership business or affairs, or to require any information or account of the partnership transactions, or to inspect the partnership books; but it merely entitles the assignee to receive in accordance with his contract the profits to which the assigning partner
