Procedimiento de intervención sobre violencia grave

Rights:

1. Property rights

a) His rights in the specific partnership property b) His interest in the partnership

c) His right to participate in the management

2. Right to reimbursement for amounts advanced to the partnership and to indemnification for risks in consequence of management

3. Right to associate with another person in his share 4. Right of access and inspection of partnership books

5. Right to true and full information of all things affecting the partnership 6. Right to a formal account of partnership affairs under certain circumstances⁸⁷⁷ 7. Right to have partnership dissolved under certain conditions.

Obligations:

1. With respect to contribution of property a) To contribute what had been promised

1. it must be connected with partnership affairs

2. it’s within the scope of the partner’s authority (Art. 1820, CC) as may be just and equitable under the circumstances according to capital contribution.

3. Purely industrial partner not liable for losses

Exception: when a partner makes admissions for himself only without purporting to act for the partnership

Admission by a former partner not admissible in evidence against the partnership. (Congco vs.

Trillana)

875 Notice to the firm:

1. Notice to a partner while already a partner

2. Knowledge is acquired by a partner who’s acting in a particular matter, WON a partner at the time as long as he still remembers the partnership matter

3. The partner who acquired it has reason to believe that it be the subject of the business, and could’ve communicated it to the acting partner (Art. 1821, CC)

876 Extent of liability for wrongful acts, omissions of a partner: firm is liable to the same extent as the partner (Art. 1822, CC).

Misapplication of money/property resulting in losses: if loss is suffered by the 3rd person who delivered the money/property, the partnership is solidarily liable with the misappropriating partner (Art.

1823, CC).

877 The ten (10) year period to demand an accounting by a partner begins at the dissolution of the partnership.

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b) To answer for eviction in case the partnership is deprived of determinate property contributed

c) To answer to the partnership for the fruits of the property the contribution of which is delayed, from the date they should have been contributed to the time of actual delivery

d) To preserve the property with the diligence of a good father of a family pending delivery to the partnership

e) To indemnify the partners for any damages caused to it by the retention of the same or by delay in its contribution.

2. With respect to contribution of money and money converted to personal use a) To contribute on the date due the amount he has undertaken to contribute to the partnership

b) To reimburse any amount he may have taken from the partnership coffers and converted to his own personal use

c) To pay the agreed or legal interest, if he fails to pay his contribution on time or in case he takes any amount from the common fund and converted to his own personal use

d) To indemnify the partnership for the damages caused to it by the delay in the contribution or the conversion of any sum for his personal benefit.

3. Not to Engage in Other Business for Himself

Industrial partner- cannot engage in any business for himself unless the partnership expressly permits him to do so. The other partners have the remedy of either excluding the erring partner from the firm or of availing themselves of the benefits which he may have obtained.⁸⁷⁸

Capitalist partner- The prohibition extends only to any operation which is of the same kind of business in which the partnership is engaged unless there is a stipulation to the contrary.

878The prohibition is absolute and applies whether the industrial partner is to engage in the same business in which the partnership is engaged or in any kind of business. It is clear that the reason for the prohibition exists in both cases, which is to prevent any conflict of interest between the industrial partner and the partnership and to insure faithful compliance by said partner with his prestation (Evangelista &

Co. vs. Abad Santos, 51 SCRA 416, 1973)

159 4. To Contribute Additional Capital

As a general rule, a capitalist partner is not bound to contribute to the partnership more than what he agreed to contribute but in case of an imminent loss of the business, and there is no agreement to the contrary, he is under obligation to contribute an additional share to save the venture. If he refuses to contribute, he shall be obliged to sell his interest in the partnership to other partners.

5. Of Managing Partner who Collects Debt

Where a person is separately indebted to the partnership and to the managing partner at the same time, any sum received by the managing partner shall be applied to the two credits in proportion to their amounts, except where he received it entirely for the account of the partnership, in which case the whole sum shall be applied to the partnership credit only.

6. Of Partner Who Receives Share in Partnership Credit

A partner who receives, in whole or in part, his share in the partnership, when the others have not collected theirs, shall be obliged, if the debtor should thereafter become insolvent, to bring to the partnership capital what he received even though he may have given receipt for his share only.⁸⁷⁹

7. Of Partner for Damages to Partnership

Every partner is responsible to the partnership for damages suffered by it through his fault. He cannot compensate them with the profits and benefits which he may have earned for the partnership by his industry.

8. Duty to Render Information

Partners shall render on demand true and full information of all things affecting the partnership to any partner or the legal representative of any deceased partner of any partner under legal disability.

9. Obligation to account for any benefit and hold as trustee unauthorized personal profits

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, liquidation of the partnership or form any use by him of its property.

879 Requisites for application of rule:

1) A partner has received, in whole or in part, his share in the partnership credit 2) The other partners have not collected their shares.

3) The partnership debtor has become insolvent.

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