PARTNERSHIP
, PARTNERSHIP
GENERAL PROVISIONS SUPREME COURT DECISIONS
PEDRO D. DUSOL AND MARICEL M. DUSOL v. EMMARCK A. LAZO
ARTICLE 1767 GR. NO. 200555, JANUARY 20, 2021
SPECIFIC DESCRIPTION
By the contract of partnership, two or more persons bind themselves
Facts - P, worked as a caretaker of R beach, which E
to contribute money, property and industry to a common fund, with
owned. He was given an allowance of P100.00
the intention of dividing the profits among themselves. for week.
- Later, M, P’s wife, also worked there after being
persuaded by his husband. He also received the
Two or more persons may also form a partnership for the exercise of
same pay as his husband.
a profession. - Later, when the beach was suffering losses, E
leased out the beach and notifies P and M of
such fact that he would not need the services of
Partnership
them.
- Later, P and M filed for illegal dismissal and
- A partnership is for a lawful commerce or business, with the deprive of due process. But E contended that
common understanding between the partners, for the they were not employees, and are his industrial
partners.
proportionate sharing of the profits and losses among them.
Issue/s (1) Are P and M employees or partners of E?
- A partnership, with par. 2 of Art. 1767, simply refers to a General
Decision - P and M are employees of E, as owner of the
Professional Partnership, while the par.1 is business partnership. beach.
- There was no clear indication that the parties
agreed to contribute money, property, and
Profession
industry, and the intention of dividing the profits
- Group of men, practicing a learned art, in the spirit of public among themselves.
service, or incidentally by means of liveliood. - E cannot also present documentary evidence
that suffices there was a partnership.
1
, PARTNERSHIP
A. Evidence to Prove Existence of a Partnership
there can be no partnership
without a valid law authorizing
(1) The articles of co-partnership. their existence, in this case, the
NCC permits its existence.
(2) The sharing in the net profits but not gross profits, of a
partner, is prima facie evidence he is a partner. Commutative Each partner contributes and
invests their time to the venture.
B. Essential Characteristics of a Partnership Principal Its existence does not depend
upon another contract.
(1) Valid contract;
(Example, a mortgage contract is
(2) There is a contribution of money, property, or industry,
not a principal contract, since it
which may be one, some, or all of them, to a common needs another contract, the
fund; contract of loan.)
(3) For gain / profit / common goal; Bilateral Two or more person is needed to
(4) Lawful object or purpose; and form
(5) Established for the common benefit of the partners.
Onerous Each partner needs to contribute
money, property, or industry.
- Absent any of the essential characteristics above, and the other
provisions laid down in the NCC, does not form a partnership. (Comparing this to commutative,
this one simply means that there is
this type of contribution, while
C. Characteristics commutative refers to that,
partners actually help each other
out)
CHARACTERISTIC MEANING
Nominate It has a name in law.
Consensual Formed by the mere consent of
the partners. (Partnership, even though the
Note that, similar to a corporation, parties may call it a different
2
, PARTNERSHIP
Partnership v. Joint Venture
name, the law, substance over
form, shall deem it a partnership.)
PARTNERSHIP JOINT VENTURE
(Ex, Maxene called it the contract
of dubai chewey cookie).
Definition given my Art. 1767 Similar to a partnership. Although
they are formed usually for a
Preparatory It prepares the partners for other
specific purpose, that is temporary
contracts.
in nature.
(Such as, the partners entering in
Being a form of partnership, is
a contract for construction
generally governed by the law of
services. First – the partners are
partnership.*
bound by the contract of
partnership, Second – the
partnership is bound by the *The supreme court in the case of Aurello K. Lintojua, Jr., v. Eduardo K.
contract for a piece of work).
Litonjua, on December 13, 2005, said otherwise. That since partnerships
are like joint ventures, they are governed by the Civil Code.
D. Types of Contributions
- But a subsequent Supreme Court made the exception, not all
a. Money
joint ventures are governed by the law on the partnerships,
- Medium of exchange, a certain country adopts as
but by the Revised Corporation Code of the Philippines. To
part of its currency.
wit:
b. Property
- External thing, which the right of possession, use, SUPREME COURT DECISIONS
and enjoyment, are exercised. MABUHAY HOLDINGS CORPORATION v. SEMBCORP LOGISTICS
LIMITED
GR NO. 212734, DECEMBER 5, 2018
c. Industry
- Some form of task; productive labor. SPECIFIC DESCRIPTION
3
, PARTNERSHIP
GENERAL PROVISIONS SUPREME COURT DECISIONS
PEDRO D. DUSOL AND MARICEL M. DUSOL v. EMMARCK A. LAZO
ARTICLE 1767 GR. NO. 200555, JANUARY 20, 2021
SPECIFIC DESCRIPTION
By the contract of partnership, two or more persons bind themselves
Facts - P, worked as a caretaker of R beach, which E
to contribute money, property and industry to a common fund, with
owned. He was given an allowance of P100.00
the intention of dividing the profits among themselves. for week.
- Later, M, P’s wife, also worked there after being
persuaded by his husband. He also received the
Two or more persons may also form a partnership for the exercise of
same pay as his husband.
a profession. - Later, when the beach was suffering losses, E
leased out the beach and notifies P and M of
such fact that he would not need the services of
Partnership
them.
- Later, P and M filed for illegal dismissal and
- A partnership is for a lawful commerce or business, with the deprive of due process. But E contended that
common understanding between the partners, for the they were not employees, and are his industrial
partners.
proportionate sharing of the profits and losses among them.
Issue/s (1) Are P and M employees or partners of E?
- A partnership, with par. 2 of Art. 1767, simply refers to a General
Decision - P and M are employees of E, as owner of the
Professional Partnership, while the par.1 is business partnership. beach.
- There was no clear indication that the parties
agreed to contribute money, property, and
Profession
industry, and the intention of dividing the profits
- Group of men, practicing a learned art, in the spirit of public among themselves.
service, or incidentally by means of liveliood. - E cannot also present documentary evidence
that suffices there was a partnership.
1
, PARTNERSHIP
A. Evidence to Prove Existence of a Partnership
there can be no partnership
without a valid law authorizing
(1) The articles of co-partnership. their existence, in this case, the
NCC permits its existence.
(2) The sharing in the net profits but not gross profits, of a
partner, is prima facie evidence he is a partner. Commutative Each partner contributes and
invests their time to the venture.
B. Essential Characteristics of a Partnership Principal Its existence does not depend
upon another contract.
(1) Valid contract;
(Example, a mortgage contract is
(2) There is a contribution of money, property, or industry,
not a principal contract, since it
which may be one, some, or all of them, to a common needs another contract, the
fund; contract of loan.)
(3) For gain / profit / common goal; Bilateral Two or more person is needed to
(4) Lawful object or purpose; and form
(5) Established for the common benefit of the partners.
Onerous Each partner needs to contribute
money, property, or industry.
- Absent any of the essential characteristics above, and the other
provisions laid down in the NCC, does not form a partnership. (Comparing this to commutative,
this one simply means that there is
this type of contribution, while
C. Characteristics commutative refers to that,
partners actually help each other
out)
CHARACTERISTIC MEANING
Nominate It has a name in law.
Consensual Formed by the mere consent of
the partners. (Partnership, even though the
Note that, similar to a corporation, parties may call it a different
2
, PARTNERSHIP
Partnership v. Joint Venture
name, the law, substance over
form, shall deem it a partnership.)
PARTNERSHIP JOINT VENTURE
(Ex, Maxene called it the contract
of dubai chewey cookie).
Definition given my Art. 1767 Similar to a partnership. Although
they are formed usually for a
Preparatory It prepares the partners for other
specific purpose, that is temporary
contracts.
in nature.
(Such as, the partners entering in
Being a form of partnership, is
a contract for construction
generally governed by the law of
services. First – the partners are
partnership.*
bound by the contract of
partnership, Second – the
partnership is bound by the *The supreme court in the case of Aurello K. Lintojua, Jr., v. Eduardo K.
contract for a piece of work).
Litonjua, on December 13, 2005, said otherwise. That since partnerships
are like joint ventures, they are governed by the Civil Code.
D. Types of Contributions
- But a subsequent Supreme Court made the exception, not all
a. Money
joint ventures are governed by the law on the partnerships,
- Medium of exchange, a certain country adopts as
but by the Revised Corporation Code of the Philippines. To
part of its currency.
wit:
b. Property
- External thing, which the right of possession, use, SUPREME COURT DECISIONS
and enjoyment, are exercised. MABUHAY HOLDINGS CORPORATION v. SEMBCORP LOGISTICS
LIMITED
GR NO. 212734, DECEMBER 5, 2018
c. Industry
- Some form of task; productive labor. SPECIFIC DESCRIPTION
3
