1811 (c) Sale – connotes transfer of ownership
whereas assignment just akin possession.
1813
Usual remedies:
1. Persuade
2. Threatened
Rights of Assignee in case of Dissolution of the
Partnership
1. Entitled to receive his assignor’s interest
2. He may require an account from the
date only of the last account agreed to
by all the partners
1814
Judgment of Creditor of a Partner
a. The judgment creditor may charge the
interest of the debtor partner with the
payment of the unsatisfied amount
b. May appoint a receiver
c. Rights of the Partner – He may issue
orders, directions, accountings that the
debtor partner might have made, or
which the circumstances of the case may
require.
Interest – parts belong to the partner
Partnership Property – Inventory (a running
thing even if it has been struck)
Partnership Debt v. Partner Debt
1815
Obligations of the Partners towards Third
Person
1. Shall operate under a name/ firm name.
Note: Those who not being member of the
partnership. Shall be subject to the liability
of a partner.
1816
Liabilities of the Partner after the distribution of
Partnership
1817
1818
When is the partnership bound?
Every partnership is an agent of the partnership
for the purpose of its business, and the act of
every partner, including the following:
1. Execution in the partnership name of an
instrument
2. Carrying on in the usual way the
business of the partnership of which he
is a member binds the partnership
XPN.
1. The partner who acted has no authority
to act for the partnership
2. The person with whom he is dealing has
knowledge of the fact that he has no
such authority. PARTNER IN BAD FAITH.
XPN TO XPN:
1. When authorized by other partners
2. Partners have abandoned the business
3. To do the ff. things
4. 7 things less than all the partners
involved in doing the following..
a. Assign the partnership property
either in trust for creditors or on the
assignee’s promise to pay the debts
of the partnership;
b. Dispose of the goodwill of the
business;
c. Confess a judgment (usually an
adverse judgment)
d. Enter into a compromise concerning
a partnership claim or liability
e. Submit to arbitration a partnership
claims or liability
f. Renounce a claim of the partnership
g. Do any other act that would make
impossible to carry on ordinary
business of a partnership.
1819 – Partnership Property Transactions:
By Whom: 1823
1. Authorized 1.
2. Non Authorize/ Unauthorized
In Whose Name:
1. In the name of a partner
2. In the name of partnership
Where is title to real property is in the name of
partnership name?
1. Any partner may
Where is the sale final and cannot be
recovered?
If it falls 1818, it still recoverable, otherwise if the
purchaser was an innocent purchaser for value,
then it is not recoverable.
1820 –
a. Concerning partnership affairs within
the scope…..
What does the law say is evidence against the
partnership?
a. Any admission made by any person
concerning partnership affairs; and
b. Within the scope of his authority
1821
What are the things operating as notice to the
knowledge of partnership?
1. Notice to any partners of any matter
relating to partnership affairs;
2. Knowledge of the partner acting in
particular matter; and
3. Knowledge of any other person who
reasonably could and should have
communicated the knowledge to the
acting partner
1822 – Liabilities of Partnership
a. A penalty is included
b. Loss or injury is caused