Partnership, Agency and Trusts

• Art. 1767. By the contract of partnership two or more persons bind themselves to contribute money, property, or industry to a common fund, with the intention of dividing the profits among themselves.
• Two or more persons may also form a partnership for the exercise of a profession.
• Art. 1768. The partnership has a judicial personality separate and distinct from that of each of the partners, even in case of failure to comply with the requirements of Article 1772, first paragraph.
• "Persons who are not partners as to each other are not partners as to third persons"
• "The sharing of gross returns does not of itself establish a partnership, whether or not the persons sharing them have a joint or common right or interest in any property from which the returns are derived"
• "The sharing of gross returns does not of itself establish a partnership"
• Prima facie evidence

  Receipt by a person of a share of the profits of a business is prima facie evidence that he is a partner in the business
• "Co-ownership or co-possession does not of itself establish a partnership"
• • The receipt by a person of a share of the profits of a business is prima facie evidence that he is a partner in the business, but no such inference shall be drawn if such profits were received in payment: 
  • (a) As a debt by installments or otherwise;
  • (b) As wages of an employee or rent to a landlord;
  • (c) As an annuity to a widow or representative of a deceased partner;
  • (d) As interest on a loan, though the amount of payment vary with the profits of the business;
  • (e) As the consideration for the sale of a goodwill of a business or other property by installments or otherwise. (n)
• Art. 1770. A partnership must have a lawful object or purpose, and must be established for the common benefit or interest of the partners.
• When an unlawful partnership is dissolved by a judicial decree, the profits shall be confiscated in favor of the State, without prejudice to the provisions of the Penal Code governing the confiscation of the instruments and effects of a crime.
• Art. 1771. A partnership may be constituted in any form, except where immovable property or real rights are contributed thereto, in which case a public instrument shall be necessary.
• Art. 1772. Every contract of partnership having a capital of three thousand pesos or more, in money or property, shall appear in a public instrument, which must be recorded in the Office of the Securities and Exchange Commission.

  Failure to comply with the requirements of the preceding paragraph shall not affect the liability of the partnership and the members thereof to third persons.
• Art. 1773. A contract of partnership is void, whenever immovable property is contributed thereto, if an inventory of said property is not made, signed by the parties, and attached to the public instrument.
• Art. 1774. Any immovable property or an interest therein may be acquired in the partnership name. Title so acquired can be conveyed only in the partnership name.
• Art. 1775. Associations and societies, whose articles are kept secret among the members, and wherein any one of the members may contract in his own name with third persons, shall have no juridical personality, and shall be governed by the provisions relating to co-ownership. 
• Art. 1776. As to its object, a partnership is either universal or particular. As regards the liability of the partners, a partnership may be general or limited.
• Art. 1777. A universal partnership may refer to all the present property or to all the profits.
• Art. 1778. A partnership of all present property is that in which the partners contribute all the property which actually belongs to them to a common fund, with the intention of dividing the same among themselves, as well as all the profits which they may acquire therewith.
• Art. 1779. In a universal partnership of all present property, the property which belongs to each of the partners at the time of the constitution of the partnership, becomes the common property of all the partners, as well as all the profits which they may acquire therewith.

  A stipulation for the common enjoyment of any other profits may also be made; but the property which the partners may acquire subsequently by inheritance, legacy, or donation cannot be included in such stipulation, except the fruits thereof.
• Art. 1780. A universal partnership of profits comprises all that the partners may acquire by their industry or work during the existence of the partnership.

  Movable or immovable property which each of the partners may possess at the time of the celebration of the contract shall continue to pertain exclusively to each, only the usufruct passing to the partnership.
• Art. 1781. Articles of universal partnership, entered into without specification of its nature, only constitute a universal partnership of profits.
• Art. 1782. Persons who are prohibited from giving each other any donation or advantage cannot enter into universal partnership.
• Art. 1783. A particular partnership has for its object determinate things, their use or fruits, or specific undertaking, or the exercise of a profession or vocation.
• Basis of concept. — While the Civil Code speaks of a

  partnership as a contract, the American concept of a partnership

  is that of a relation.
• A profession has been defined as “a group of men pursuing a learned art as a common calling in the spirit of public service — no less a public service because it may incidentally be a means of livelihood.”
• The law does not allow individuals to practice a profession as a corporate entity. Personal qualifications for such practice

  cannot be possessed by a corporation.
• A mere association for non-business purpose. — The right to

  practice law is not a natural or constitutional right but is in the

  nature of a privilege or franchise. A partnership for the practice

  of law cannot be likened to partnerships formed by other professionals

  or for business
• The contract of partnership is:

  (1) Consensual, because it is perfected by mere consent, that is,

  upon the express or implied agreement of two or more persons
• The contract of partnership is:

  (2) Nominate, because it has a special name or designation in

  our law
• The contract of partnership is:

  (3) Bilateral, because it is entered into by two or more persons

  and the rights and obligations arising therefrom are always

  reciprocal
• The law does not allow individuals to practice a profession

  as a corporate entity. Personal qualifications for such practice

  cannot be possessed by a corporation.
• Legal professiondistinguished from a business


  A duty of public service, of which the emolument is a by-product, and in which one may attain the highest eminence without making much money
• Officer of court


  A relation to the administration of justice involving thorough sincerity, integrity, and reliability
• Relation to clients

  In the highest fiduciary degree
• Relation to colleagues at the bar


  Characterized by candor, fairness, and unwillingness to resort to current business methods of advertising and encroachment on their practice, or dealing directly with their clients