Chapter 3 (ART1833-1836) Chapter 4 (ART1858-1859) PDF

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CHAPTER 3 ART 1833- ART 1836ART 1833 If yung dissolution is caused by the act, death or insolvency ng partner, each partner ay liable pa din with his co- partners for his share of any liability. UNLESS : (1) Kapag yung dissolution being by act of any partner ay walang knowledge about sa dissolution....

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CHAPTER 3 ART 1833- ART 1836

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ART 1833 -

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If yung dissolution is caused by the act, death or insolvency ng partner, each partner ay liable pa din with his copartners for his share of any liability. UNLESS : (1) Kapag yung dissolution being by act of any partner ay walang knowledge about sa dissolution. (2) Kapag yung dissolution being by the death or insolvency ng isang partner, yung partner acting sa partnership is wala ding knowledge about sa death and insolvency. Halimbawa, Si A, B and C formed a partnership tapos nagwithdraw si A, so partnership is dissolved na. If partner B and C ay walang knowledge abt sa w/drawal ni A tapos they entered a transaction, yung transaction is valid and binding pa din sa partnership. WHAT IF si B may knowledge sa w/drawal ni A tapos B still entered a transaction w/ a THIRD PERSON (good faith)? Then ibig sabihin this created liability and the transaction is valid and binding sa partnership. WHAT IF cause naman ng dissolution is death or insolvency ng partner? If si B may knowledge sa death/insolvency ni A, tapos B still entered into a transaction sa THIRD PERSON (good faith), this also created liability and binding pa din sya sa partnership.

ART 1834 -

After dissolution, a partner can bind the partnership.

ACTS WHERE PARTNERSHIP IS LIABLE -

Act appropriate for winding up partnership affairs. Halimbawa, yung partnership ni A and B ay dissolved tapos si B binenta nya non-cash assets ng partnership. Therefore, yung acts ni B is binding sa partnership.

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Act for completing transactions unfinished at dissolution. Halimbawa, partnership ni A and B ay dissolved, tapos dineliver ni B yung mga undelivered goods ni X para macomplete yung unfinished transactions. Yung act ni B is binding sa partnership. Any transaction w/c would bind the partnership if dissolution had not taken place, PROVIDED the other party to the transaction: o Had extended credit to the partnership prior to dissolution and had no knowledge or notice sa dissolution. Halimbawa, partnership ni A and B ay dissolved. Pero bago yung dissolution ng partnership, si B entered a transaction w/ X (pagbili ng goods on CREDIT and x is in good faith). Yung partnership is liable to the contract of sale. o THOUGH HE HAD NOT EXTENDED CREDIT, HAD NO KNOWLEDGE OF THE DISSOLUTION, THE FACT THAT DISSSOLUTION HAD NOT BEEN ADVERTISED IN A NEWSPAPER OF GENERAL CIRCULATION. Halimbawa, partnership ni A and B ay dissolved. Pero bago yung dissolution ng partnership, si B entered a transaction w/ X (pagbili ng goods on CREDIT and x is in good faith). Yung partnership is liable to the contract of sale. BUT if the dissolution had been advertised in a newspaper, then the partnership is not liable.

ACTS WHERE PARTNERSHIP IS NOT LIABLE -

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Where the partnership was dissolved because it was UNLAWFUL to carry on the business, UNLESS the act is appropriate for winding up the partnership affairs. Halimbawa, yung partnership ni A and B ay nadissolved kasi yung binebenta nila was declared UNLAWFUL (pero originally di naman talaga sya unlawful), tapos B sold some kay X, then the PARTNERSHIP IS NOT LIABLE. Where the partner has become insolvent. Halimbawa, Yung partnership ni A and B is dissolved, kasi si B is insolvent. Tapos B entered a contract w/ X. Therefore, the PARTNERSHIP IS NOT LIABLE. Where the partner has no authority to wind up partnership affairs; except by a transaction with a third person who is in good faith. Halimbawa, yung partnership ni A and B was dissolved, then si B lang yung liquidating partner. AS A GENERAL RULE, any transaction entered by A and B after ng dissolution is not binding. So, the PARTNERSHIP IS NOT LIABLE.

sagot ay OO. HOWEVER, unang mababayaran muna yung liability ni C kay Y the yung natirang property ni C ay para sa partnership creditor w/c is X. ART 1836 -

Kinds of winding up or liquidation o Extrajudicial Liquidation – Liquidation done by the intervention of the court. o WHO WILL WIND-UP?  Liquidating partners as agreed upon by all the partners.  The partners who have wrongfully dissolved the partnership.  The legal representative of the last surviving partner who is not insolvent. o Judicial Liquidation – Liquidation done by the intervention of the court. o WHO WILL WIND-UP?  The person appointed by the court.

ART 1835 -

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GENERAL RULE : The dissolution of the partnership does not itself discharge the existing liability of any partner. In order na ma-discharged yung liability ng any partner, need mag-agree ng mga sumusunod: o The partner; o The other partner; o The creditors PROPERTY OF A DECEASED PARTNER. Halimbawa neto is when yung partnership ni A and B was dissolved dahil sa death ni B. Tapos si X is a partnership creditor while Y is a private creditor ni C. IS THE SEPARATE PROPERTY OF C LIABLE TO X? ang

CHAPTER 4 ART. 1858 – ART. 1859

ART. 1858 -

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LIABILITY OF A LIMITED PARTNER o Limited partner is liable for the difference between his contribution as actually made and that stated in the certificate as having been made. o Limited partner is liable for unpaid contribution to the partnership agreed in the certificate. LIABILITY OF A LIMITED PARTNER AS A TRUSTEE TO THE PARTNERSHIP o Specific property na naka-state sa certicate as contributed by him, bbut w/c was not contributed or wrongfully returned. o Money or other property na wrongfully paid or conveyed. LIABILITY OF A LIMITED PARTNER MAY BE WAIVED o With the consent of all the other partners o The waiver shall not affect the right of the partnership creditors who extended credit before the cancellation or amendment ng certificate.

ART 1859 -

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A limited partner’s interest is assignable. SUBTITUTED LIMITED PARTNER is yung person na in-admit to all the rights of a limited partner who has died o kaya naman limited partner who has assigned his interest sa partnership. Yung assignee shall have the right na maging substituted limited partner basta all the partners consented. Yung assignee naman na di naging substituted limited partner, has no right to acquire information or account ng partnership or sap ag-inspect ng partnership books. ENTITLED lang sya

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to receive the share of the profits or return of his contribution. Yung assignee na napili bilang maging substituted limited partner ay magiging official substituted limited partner after ma-amend ng certificate. Yung substituted limited partner has all the rights and powers and syempre subject to all restrictions and liabilities nung assignor nya (kung sino nagassign sa kanya). Take note, yung assignor nung substituted limited partner is not released from his liability sa partnership.

RIGHTS OF AN ASSIGNEE OF A LIMITED PARTNER -

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Assignee is only entitled to receive the share of the profit and the return of his contribution Assignee acquires all the rights of a limited partner only kapag naging syang substituted limited partner.

ASSIGNEE BECOME A SUBSTITUTED LIMITED PARTNER -

All the partners must consent Certificate must be amended Certificate must register in SEC

RIGHTS AND LIABILITIES OF A SUBSTITUTED LIMITED PARTNER -

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Substituted limited partner has all the rights and powers but subject to restrictions and liabilities of his assignor The substitution of the assignee as limited partner does not release his assignor from liability....