PARTNERSHIP ARTICLE 1800-1814, NEW CIVIL CODE Art. 1800. The partner who has been appointe !

ana"er in the articles of partnership may e#e$%te a&& a$t' o( a !ini'tration despite the opposition of his partners, )NLESS he should act in *a (ait+; and his power is irre,o$a*&e -it+o%t .%'t or &a-(%& $a%'e. The ,ote of the partners representing the $ontro&&in" intere't shall be necessary for such revocation of power. A power granted a(ter the partnership has been $on'tit%te re,o/e at an0 ti!e. (169 a! may be

the partnership, e,en i( it may be %'e(%& to the partnership. ,ut if the refusal of consent by the other partners is manifestly pre.% i$ia& to t+e intere't of the partnership, the $o%rt3' inter,ention may be sought. (169-a! Art. 1804. .very partner may a''o$iate anot+er per'on with him in his share, but the associate shall not be admitted into the partnership -it+o%t t+e $on'ent o( a&& the other partners, even if the partner having an associate should be a manager. (1696! Art. 1804. The partnership *oo/' shall be /ept, sub'ect to any agreement between the partners, at the prin$ipa& p&a$e of business of the partnership, and every partner shall at an0 rea'ona*&e +o%r have a$$e'' to and may in'pe$t and $op0 any of them. (n! Art. 1805. /artners shall render on e!an tr%e and (%&& in(or!ation of all things affecting the partnership to any partner or the legal representative of any deceased partner or of any partner under legal disability. (n! Art. 1806. .very partner must a$$o%nt to the partnership for an0 *ene(it, and +o& as tr%'tee (or it an0 pro(it' derived by him without the consent of the other partners from any transaction connected with the (or!ation, $on %$t, or &i7%i ation of the partnership or from any %'e by him of its property. (n! Art. 1808. The $apita&i't partner' $annot engage for their own account in any operation which is of the +ind of business in which the partnership is engaged, )NLESS there is a stipulation to the contrary. Any capitalist partner violating this prohibition shall *rin" to the $o!!on (%n ' any profits accruing to him from his transactions, and shall per'ona&&0 *ear a&& t+e &o''e'. (n!

Art. 1801. "f t-o or !ore partners have been intrusted with the management of the partnership -it+o%t 'pe$i(i$ation of their respective duties, or -it+o%t a 'tip%&ation that one of them shall not act without the consent of all the others, ea$+ one may 'eparate&0 e#e$%te a&& a$t' o( a !ini'tration , but if any of them should oppose the acts of the others, the decision of the !a.orit0 '+a&& pre,ai&. "n case of a tie, the matter shall be decided by the partners owning the $ontro&&in" intere't. (169#a! Art. 1801. "n case it should have been stipulated that none of the managing partners shall act without the consent of the others, the $on$%rren$e o( a&& shall be necessary for the ,a&i it0 of the acts, and the absence or disability of any one of them cannot be alleged, )NLESS there is i!!inent an"er o( "ra,e or irrepara*&e in.%r0 to the partnership. (169$! Art. 1802. %hen the !anner of management has not been a"ree upon, the following rules shall be observed& (1! A&& the partners shall be considered a"ent' and whatever any one of them may o a&one shall *in the partnership, without pre'udice to the provisions of Article 1()1. ( ! *one of the partners may, -it+o%t t+e $on'ent of the others, ma+e any important a&teration in the i!!o,a*&e propert0 of

Art. 1808. Any partner shall have the right to a (or!a& a$$o%nt as to partnership affairs& (1! "f he is -ron"(%&&0 e#$&% e from the partnership business or po''e''ion of its property by his co0partners; ( ! "f the right e#i't' under the ter!' of any agreement; (#! As provided by article 1()1; ($! %henever ot+er $ir$%!'tan$e' render it 'ust and reasonable. (n! SECTION 1. - PROPERT9 RI:HTS O; A PARTNER Art. 1810. The propert0 ri"+t' of a partner are& (1! 2is rights in 'pe$i(i$ partnership propert0; ( ! 2is intere't in the partnership; and (#! 2is right to parti$ipate in the management. (n! Art. 1811. A partner is $o-o-ner with his partners of specific partnership property. The in$i ent' of this co0ownership are such that& (1! A partner, sub'ect to the provisions of this Title and to any agreement between the partners, has an e7%a& ri"+t with his partners to po''e'' specific partnership property for partnership p%rpo'e'; but he has no ri"+t to possess such property for an0 ot+er p%rpo'e without the consent of his partners; ( ! A partner3s right in specific partnership property is not a''i"na*&e E<CEPT in connection with the assignment of rights of a&& t+e partner' in the same propert0;

(#! A partner3s right in specific partnership property is not '%*.e$t to atta$+!ent or e#e$%tion, E<CEPT on a $&ai! against the partnership. %hen partnership property is attached for a partner'+ip e*t the partners, or any of them, or the representatives of a deceased partner, $annot $&ai! any right under the +o!e'tea or e#e!ption &a-'; ($! A partner3s right in specific partnership property is not '%*.e$t to &e"a& '%pport under Article 91. (n! Art. 1811. A partner3s intere't in the partnership is his '+are o( t+e pro(it' and '%rp&%'. (n! Art. 1812. A $on,e0an$e by a partner of his whole interest in the partnership oe' not of itself i''o&,e the partnership, or, as against the other partners in the a*'en$e o( a"ree!ent, entitle the assignee, during the continuance of the partnership, to inter(ere in the management or administration of the partnership business or affairs, or to re7%ire any information or account of partnership transactions, or to in'pe$t the partnership boo+s; but it !ere&0 entit&e' t+e a''i"nee to re$ei,e in accordance with his contract the pro(it' to which the a''i"nin" partner -o%& ot+er-i'e *e entit&e . 2owever, in case of (ra% in the management of the partnership, the assignee may a,ai& himself of the %'%a& re!e ie'. "n case of a i''o&%tion o( t+e partner'+ip, the assignee is entitled to re$ei,e his a''i"nor3' intere't and may re7%ire an a$$o%nt from the date only of the &a't a$$o%nt a"ree to by all the partners. (n! Art. 1814. %ithout pre'udice to the preferred rights of partnership creditors under Article 1( 1, on due application to a competent court by an0 .% "!ent $re itor o( a partner, the $o%rt which entered the .% "!ent, or an0 ot+er $o%rt, may $+ar"e t+e intere't o( t+e e*tor partner with payment of the %n'ati'(ie a!o%nt o( '%$+ .% "!ent e*t -it+ intere't t+ereon ; and may then or later appoint a re$ei,er of his share of the profits, and of any other !one0 %e or to (a&& %e to him in respect of the partnership, and ma+e all other orders, directions, accounts and in4uiries which the debtor partner might have made, or which the circumstances of the case may re4uire.