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business law Article 1799-1806, Lecture notes of Law

business law notes for college of business and accountancy

Typology: Lecture notes

2019/2020

Uploaded on 10/19/2020

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ART. 1799.A stipulation which excludes one or more partners from any share in
the profits or losses is void. (1691)
Stipulation is void measns no stipulation na nag eexclude sa
partnership sharing profit and loss , kung walang agreement based
on capital contribution(profit or loss sharing). Based on the capital
contribution / exclude yung isang partner sa profit the stipulation is
void, but the stipilutaion valid pag sa industrial partners (not valid-
excempted sa lossess)
Partnership exists
Stipulation excluding partners from any share in profits or losses.
(1) Stipulation is generally void, but partnership subsists. - The law does not, as a
general rule, allow a stipulation excluding one or more partners from any share in the
profits and losses. The partnership must exist for the common benefit and interest of the
partners. (Art. 1770.) Hence, such an agreement would contravene the very purpose of
a partnership contract, that is, profit-sharing among the partners. However, although the
stipulation is void, the partnership, if otherwise valid, subsists and the profits or losses
shall be apportioned as if there were no stipulation on the same. (see Art. 1797, par. 2.)
(2) Where a partner excluded is an industrial partner. With reference to the
industrial partner, since the law itsell excludes him from losses (Art. 1797, par. 2.), a
stipulation exempting him from the losses is naturally valid. The industrial partner is not
liable for losses because he cannot withdraw the work or labor already done by him,
unlike the capitalist partners who can withdraw their capital.- di na kayang
iwithdraw lahat ng efforts na kinontribute sa partners
Furthermore, if the partnership fails to realize any profits, then he has labored in vain
and in a real sense, he has already contributed his share in the loss. (11 Manresa 377.)
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
partners, 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
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ART. 1799. A stipulation which excludes one or more partners from any share in the profits or losses is void. (1691) Stipulation is void measns no stipulation na nag eexclude sa partnership sharing profit and loss , kung walang agreement based on capital contribution(profit or loss sharing). Based on the capital contribution / exclude yung isang partner sa profit the stipulation is void, but the stipilutaion valid pag sa industrial partners (not valid- excempted sa lossess) Partnership exists Stipulation excluding partners from any share in profits or losses. (1) Stipulation is generally void, but partnership subsists. - The law does not, as a general rule, allow a stipulation excluding one or more partners from any share in the profits and losses. The partnership must exist for the common benefit and interest of the partners. (Art. 1770.) Hence, such an agreement would contravene the very purpose of a partnership contract, that is, profit-sharing among the partners. However, although the stipulation is void, the partnership, if otherwise valid, subsists and the profits or losses shall be apportioned as if there were no stipulation on the same. (see Art. 1797, par. 2.) (2) Where a partner excluded is an industrial partner. – With reference to the industrial partner, since the law itsell excludes him from losses (Art. 1797, par. 2.), a stipulation exempting him from the losses is naturally valid. The industrial partner is not liable for losses because he cannot withdraw the work or labor already done by him, unlike the capitalist partners who can withdraw their capital.- di na kayang iwithdraw lahat ng efforts na kinontribute sa partners Furthermore, if the partnership fails to realize any profits, then he has labored in vain and in a real sense, he has already contributed his share in the loss. (11 Manresa 377.) 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 partners, 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 may be revoked at any time. (1692a)

1. Time of constituition of the partners - appoint before **managingpartners-

  1. After the partnership constituition- appoint after managing** partners Managing partner all acts necessary in business all conduct all in good faith dpat walang negligence na mag incur ng lossess Irerevockable- unjust and unlawful -kapag restricted ginawa During constitution - may vote controlling interest- share kailangan para di marevocke At the time- di kailangan ng interest controling Article 1800 speaks of two distinct cases of appointments. (1) Appointment as manager in the articles of partnership. - The partner appointed by common agreement in the articles of partnership may execute all acts of administration (not those of strict ownership such as those enumerated in Art. 1818, par. 3.) notwithstanding the opposition of the other partners unless he should act in bad faith. His power is revocable only upon just and lawful cause and upon the vote of the partners representing the controlling interest. (2) Appointment as manager after the constitution of the partnership. - But the management granted by the partners after the partnership has been constituted independently of the articles of partnership may be revoked at any time for any cause whatsoever. Scope of power of a managing partner. (1) General rule. - As a general rule, a partner appointed as manager has all the necessary and incidental powers to carry out the object of the partnership in the

the parties intended a partner to receive additional compensation as where the partner's work was beyond normal partnership functions (e.g., saving partnership property from a flood for which a partner spent much time and effort and incurred expenses or in a capacity other than that of a partner (e.g., performing clerical services of a resigned employee). Article 1801. If two or more partners have been entrusted with the management of the partnership without specification of their respective duties, or without stipulation that one of them shall not act without the consent of 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 tie, the matter shall be decided by the partners owning the controlling interest. (1693a)

- Managmenent partnership , 2 or more entrust in managemnt pero wlaang spcified na duty ang mga partners as they are **manager

  • Di stated ang ggawin as they are manager

-**

- There are 1 or more appointed manager preo walang specify duty kailangan walang agreement on theri respective duty basta nalang nasabi na they are apoointed pero walang specific **duty no stipulation / require consent

  • Pwde mag act kahit walang consent Article 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. (1694)
  • Kailangan may consent na ang gagwinn ng manager/ act
  • Consent of all partner
  • Except there in imaparable injury**

Article 1803 When the manner of management has not been agreed upon, the following rules shall be observed:

**- Pagwalang inaapoint na manager

  • Lahat ng partner are agent
  • Immovable may consent no consent no alteration (1) All of the partners shall be considered agents and whatever any one of them may do aloneshall bind the partnership, without prejudice to the provisions of article 1801. (2) None of the partners may, without the consent of the others, make any important alteration in the immovable property of the partnership, even if it may be useful to the partnership. But if the refusal of consent by the other partners is manifestly prejudicial to the interest of the partnership, the court’s intervention may be sought. (1695a)**

If there is no agreement as to who will be the managing partners, during constitution and after constitution of the partnership, then the assumption shall be that ALL the partners are managing partners, without prejudice to Article 1801, meaning Article 1801 will then apply to their case. • The second paragraph of this article provides that the partners cannot simply alter immovable property owned by the partnership without the consent of the other partners because this is NOT an act of administration but of OWNERSHIP. • Note that consent here is no qualified, so it may be expressed or it may be implied Article 1804 Every partner may associate another person with him in his share, but the associate shall not be admitted into the partnership without the consent of all the other partners, even if the partner having an associate should be a manager. (1696)

**- Kahit sinong tao pede mag associate

  • Yung inaasociate walang rights sa partnership**

Article 1806 Partners shall render on demand true and full information of all things affecting the partnership to any partner or legal representative of any deceased partner or of any partner under legal disability. (n)

**- The article does not mean that the partners need wait for demands before disclosing information, when they get hold of the information, they should disclose it immediately, although additional details may be demanded.

  • If information is not disclosed and it is found out later on, the partner/s who did not disclose such will be held liable for it and be charged for misrepresentation.**

- Kailangan ung partners oblidge/ liable true and full information **knowlege kailangan ipaalam sa partner / ireport -

  • Any partner information
    1. Partner
    1. Leagal representative disease partner
  • 3.representative under legal dissability**