LA FAUNA DE MACROMAMÍFEROS DE LOS NIVELES PLEISTOCENOS

Q: If one of the partners in a partnership was elected a Senator, would this dissolve the partnership by operation of law?

A: No.

Q: Even if it is a partnership of lawyers or a law office?

A: No.

Under the Constitution, these elected officials are prohibited only from appearing before tribunals and not from private pratice.

Q: If a lawyer was appointed in the cabinet, for instance as Presidential Legal Counsel, would that result in the dissolution of the partnership by operation of law?

A: Yes. Under the Constitution, Cabinet Secretaries are prohibited from private practice of their profession.

Classic ex.: The Firm (Carpio Villaraza Cruz Law) This also includes appointment in the judiciary. Q: What if the law partner was elected as governor of his province will it result in the dissolution of the partnership?

A: Yes. Under the Local Government Code, chief executives are also prohibited from the private practice of their profession.

Q: What if the partner who died is a partner in a limited partnership? Would that dissolve automatically the partnership?

A: It depends as to who is the partner.

If he is a general partner, as a rule, it dissolves the partnership, unless there was an agreement in the articles of partnership that they would continue with business of the partnership even after the death of the partner. Or even without such agreement in the articles of partnership, if the surviving partners decide to continue with the business of the partnership, then the partnership is not deemed dissolved even if the partner who died is a general partner.

If the partner who died is a limited partner, that does not result in the dissolution of the partnership. In fact, the executor or administrator of the estate of the deceased limited partner will the right to choose or to appoint a substitute limited partner in the said partnership.

Insolvency or civil interdiction of any partner will result in the dissolution of the partnership.

Judicial Causes: Grounds: 1.) Insanity or incapacity:

-The courts require that it should be permanent in character; and

-such incapacity or insanity must affect the performance of such partner of his obligations with respect to the partnership business. In other words, kung wala syang pakialam sa management ng business ng partnership, insanity or incapacity is not a valid ground. 2.) Gross misconduct:

a.) wrongful expulsion;

b.) if one partner would refuse to allow another partner in the management of the partnership business, if he has such right to participate in the management ;

c.) if the managing partner would refuse to distribute the profits of the partnership when there is such obligation to distribute the profits;

d.) misappropriation of the income of the partnership business.

Note: If a limited partner becomes a limited partner in another partnership, that is not a valid ground to file a petition for the dissolution of the partnership. Limited partners has nothing to do with the management of the partnership business, thus, there is no conflict of interest.

Note: The fact that the partnership incurred losses for the past three years is not necessarily a ground for dissolution.

However, even if the partnership incurred losses once and it can be shown by the partners that there is no prospect for recovery, it can be a valid ground for the filing of the petition for the dissolution of the partnership.

Q: Quarrels among partners, valid ground? A: Normally, no. However, if such quarrels give rise to dissension among the partners, affecting the conduct of the business of the partnership, this can also be a valid ground, falling under “other circumstances” which would render the dissolution equitable.

Q: Upon the dissolution of the partnership, and there were assets left, how will these be distributed? To whom these assets be given? A: As far as partnership assets are concerned:

1.) Partnership creditors who are not partners.

2.) Partnership creditors

3.) If there are remaining assets, to the capitalist partners;

4.)

Q: What if, in their agreement, Partner A contributed 100,000; Partner B, 50,000; Partner C, industrial partner. The total assets of the partnership is 1 Million at the time of dissolution, however, there were partnership creditors obligation of which amounted to 900,000. Would the industrial partner have a share in that 1 Million asset?

A.: No. Since the amount of the obligation is Php900,000, the remaining Php100,000 should be given back to the capitalist partners for their capital contribution.

Q: Assuming that there was no agreement as their share in the losses, also there was no agreement as to their share in the profits, what if one of the partners became insolvent, will the other partner’s liability be increased?

Q: For instance A, a partner is insolvent, his assets being 100,000. A is indebted X and Y. The partnership also has its creditors. To whom shall this 100,000 be given?

A.: It should be given to the separate creditors of the individual partner.

For a limited partnership to be formed, there has to be at least one limited partner and one general partner.

For the establishment of a limited partnership, the law requires certain formalities. Concretely, under Art. 1844, there has to be a certificate signed and sworn to by the contracting parties which has to be filed with the SEC. So long as there was substantial compliance with the formalities required by law, a limited partnership will be valid and binding.

Q: What if there was no substantial compliance as to these formalities?

A: Even if there was no substantial compliance, the agreement will be valid and binding among themselves. As to third persons, all of them may be held liable as general partners, as if all of them are general partners. Thus, even a limited partner may be held liable even up to his personal properties.

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