Partnership Obligations and Rights: A Legal Overview, Lecture notes of Law of Obligations

Download Partnership Obligations and Rights: A Legal Overview and more Lecture notes Law of Obligations in PDF only on Docsity! Obligations of Partners 1. Contribution of Capital To contribute equally to the capital of the partnership unless there is stipulation to the contrary ( Art. 1790) 2. Obligations with respect to the contribution of property a. To deliver to the partnership at the time it was constituted or on date stipulated the property he has promised to contribute b. To take care of the property before its delivery to the partnership with the diligence of a good father of a family c. To be liable for damages in case of default d. To answer for eviction in case the partnership is deprived of the specific or determinate thing he has contributed to the partnership e. To be liable for the fruits of the thing from the time they should have been delivered without need of any demand 3. Obligation with respect to contribution of money a. To deliver to the partnership at the time it was constituted or on the date stipulated the money he has promise to contribute. b. To pay interest on the amount he had promised to contribute from the time he should have complied with the obligation c. To pay damages suffered by the partnership in case of default. 4. Obligations with respect to the amount appropriated a. To reimburse to the partnership the amount that he has taken from the partnership coffers b. To pay interest on the amount he had converted for his own use from the time of the conversion. c. To pay damages suffered by the partnership by reason of the conversion. (Art. 1788) 5. Obligation to contribute additional capital a. To contribute additional share to the capital in case of imminent loss of the business of the partnership, except: 1) If he is an industrial partner 2) If there is an agreement to the contrary b. To sell his interest to the other partners if he refuses to contribute such additional capital ( Art. 1791) 6. Obligation of a partner who received his share in the partnership credit. To bring to the partnership capital his share of a partnership credit which he has received in whole or in part even if he may have given receipt only if the following requisites are present a. The other partners have not collected their shares and b. The debtor becomes insolvent after the partner has received payment 7. Obligation to pay damages to the partnership To pay 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 industry. 8. Obligation to bear risk for property contributed To bear the risk of specific and determinate things owned by him which are not fungible contributed to the partnership so that only their use and fruits maybe for the common benefit. The partnership shall bear the risk for the following contributions of partners. a. Fungible things or those who cannot be kept because of deteriorating b. Things contributed to be sold c. Things brought and appraised in the inventory unless there is stipulation. 9. Obligation to render information To render on demand true and full information of all things affecting the partnership a. Any partner or b. Legal representative of any deceased partner c. Legal representative of any partner under legal disability. (Art. 1806) 10. Obligation to account To account to the partnership for any benefit, and hold as trustee for it any profits derived by him without the consent of the partners from any transaction connected with the formation, conduct or liquidation of the partnership or from use by him of its property (Art. 1807) 11. Liability of newly admitted partner for obligations of the partnership a. Obligations existing at the time of the admission He is liable but only to the extent of his contribution except if there is an agreement that his liability shall extend to his separate property b. Obligations incurred after his admission He shall be liable like other partners prorate with separate property after the partnership assets has been exhausted. Rights of partners 1. To associate another with him in his share 2. To have access to and inspect and copy the partnership books at reasonable hours. 3. To have formal account on partnership affairs. When may a partner demand for a formal accounting of partnership affairs? 1. If he is wrongfully excluded from the partnership business or possession of its property by his co-partners 2. If the right exists under the terms of any agreement 3. If a partner has derived profits from any transaction connected with the formation, conduct or liquidation of the partnership of from any use of its property; 4. Whenever other circumstances render its just or reasonable