Partnership

Reporter: APALLA, MARK ARTEM L.
Article 1781, NCC Article 1782, NCC
Articles of universal partnership entered into without Persons who are prohibited from giving each other
specification of its nature, only constitute a universal any donation cannot enter into a universal
partnership of profits. partnership.
 Presumption in favor of universal partnership of profits.  Limitations upon the right to form a partnership.
-Where the articles of partnership do not specify the - Persons who are prohibited by law to give donation
nature of the partnership whether it is one of “present cannot enter into universal partnership for the
property” or of “profits” only, it will be presumed that reason that each of the partners virtually makes a
the parties intended merely a partnership of profits. donation.
 In case of doubt Legal bases must be noted:
Article 1378 of NCC provides when it is absolutely - Art. 87 of the Family Code in relation to Art 109
impossible to settle doubts by the rules established in provides that every donation or grant of gratuitous
the preceding articles, and the doubts refer to incidental advantage, direct or indirect, between the spouses
circumstances of a gratuitous contract, the least during the marriage shall be void, except moderate
transmission of rights and interest shall prevail. If the gifts, which the spouses may give to each other on
contract is onerous, the doubt shall be settled in favor of the occasion of any family rejoicing. The prohibition
the greatest reciprocity of interest. shall also apply to persons living together as
husband and wife without a valid marriage.
 It is to be noted that Article 1781 applies only when a
universal partnership has been organized.
- Art 739, NCC. The following donations shall be void: Article 1783, NCC
1. Those made between persons who were guilty of A particular partnership has for its object determinate
adultery or concubinage at the time of the donation. things, their use or fruits, or a specific undertaking, or
2. Those made between persons found guilty of the the exercise of a profession or vocation.
same criminal offense, in consideration thereof;
3. Those made to a public officer or his wife,
descendants and ascendants, by reason of his office.  Universal Partnership vs Particular Partnership
As to subject matter or object, the former’s object is vague

Commissioner of Internal Revenue vs. Suter, 27 SCRA 152 and indefinite contemplating a general business with some
(1969) (limited partnership) degree of continuity, while the latter it is limited and well
defined, being confined to an undertaking of a single,
-A husband and his wife, however may enter into a temporary, or ad hoc nature.
particular partnership or be members thereof.
As to liability of the partners, partnership may be general
or limited. A general partnership is one where one of the
partners are general partners, while a limited partnership
is one where there is at least one general and one limited
partner.
 Examples of Particular or Limited Partnership
1. Acquisition of an immovable property for the

purpose of reselling it at a profit or for the common
enjoyment of its use and the benefits derived
therefrom.
2. Established for the purpose of carrying out a specific
enterprise such as the construction of a building or
those formed for the practice of profession or
vocation. (11 Manresa 318-319)
 Business of the partnership need not be continuing in

nature.
1. Under the Uniform Partnership Act of the American Law, 3. Corporation as a partner
defines a partnership as an association of two or more
persons to carry on as co-owners a business for profit and Tuazon vs. Bolanos, 95 Phil 906 (1954)
states that business includes every trade , occupation, or
profession. Supreme Court recognized and held that although a
In light with this Act, the word “business” clearly corporation cannot enter into a partnership
means business in the commercial sense only, not merely “ contract, it may , however engage in a joint venture
a joint venture” which exist for carrying on a single act or with others through a contract or agreement if the
isolated transaction or a limited number of transactions. nature of the venture is authorized by its charter
(SEC Opinion, April 1985)
2. Joint Venture - “Joint Adventure or Joint Enterprise”
in American Law, it is essentially a partnership created for
a limited purpose.
Primelink Properties & Development Corp. vs. Lazatin-

Magat, 493 SCRA 444 (2006)
Joint venture is akin to particular partnership there is a

community of interest in the business and a mutual right of
control and an agreement to share jointly in profits and
losses resulting from the enterprise.

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Reporter: APALLA, MARK ARTEM L.

Article 1781, NCC Article 1782, NCC

 In case of doubt Legal bases must be noted:

As to subject matter or object, the former’s object is vague

 Examples of Particular or Limited Partnership

1. Acquisition of an immovable property for the

 Business of the partnership need not be continuing in

Primelink Properties & Development Corp. vs. Lazatin-

Joint venture is akin to particular partnership there is a

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