Law on Partnerships and Corporations
LAW (PARTNERSHIP AND CORPORATION)
GAMMAD, MARY JANE M.
(Art. 1833-1836)
ARTICLE 1833
Where the dissolution is caused bythe act, death or insolvency of partner, eachpartner is liable to his co-partners for his share of any liability created by any partner acting for thepartnership as if the partnership had not beendissolved unless:
1.)The dissolution being the act of anypartner, the partner acting for thepartnership had knowledge of thedissolution; or
2.)The dissolution being by the death orinsolvency of a partner, the partner actingfor the partnership had knowledge ornotice of the death or insolvency.
Right of partner to contribution from co-partners
The above article speaks of dissolution caused by act,insolvency, or death of a partner.
Where a partner enters into a new contract with a 3rd person after dissolution, partners generally bound.
Authority of partners to act for thepartnership
The authority of a partner as it affects his co-partners(not 3rdpersons) is deemed terminated except in Nos. 1and 2 of 1833.
Knowledge or notice of cause of dissolution
Dissolution by death or insolvency –
Whenpartner dead or bankrupt and other partner did notknow it when he entered into transaction, he may call onother partners to contribute.
Dissolution by court decree or resulting from unlawfulness –
No problem exists in these cases. If bycourt decree, all partners have actual notice of dissolution. If due to unlawfulness, general rulesgoverning actions arising out of illegal transactionsapply.
When a partner has knowledge or notice of a fact
Uniform Partnership Act:
Knowledge:
Not only actual but also knowledge of such other facts as in the circumstances show bad faith.
Notice:
When the person who claims the benefit of the notice:
1.)States the fact to such person; or
2.) Delivers through the mail or by other means of communication, a written statement of the factor to a proper person at his place of business orresidence.
ARTICLE1834
After
GAMMAD, MARY JANE M.
(Art. 1833-1836)
ARTICLE 1833
Where the dissolution is caused bythe act, death or insolvency of partner, eachpartner is liable to his co-partners for his share of any liability created by any partner acting for thepartnership as if the partnership had not beendissolved unless:
1.)The dissolution being the act of anypartner, the partner acting for thepartnership had knowledge of thedissolution; or
2.)The dissolution being by the death orinsolvency of a partner, the partner actingfor the partnership had knowledge ornotice of the death or insolvency.
Right of partner to contribution from co-partners
The above article speaks of dissolution caused by act,insolvency, or death of a partner.
Where a partner enters into a new contract with a 3rd person after dissolution, partners generally bound.
Authority of partners to act for thepartnership
The authority of a partner as it affects his co-partners(not 3rdpersons) is deemed terminated except in Nos. 1and 2 of 1833.
Knowledge or notice of cause of dissolution
Dissolution by death or insolvency –
Whenpartner dead or bankrupt and other partner did notknow it when he entered into transaction, he may call onother partners to contribute.
Dissolution by court decree or resulting from unlawfulness –
No problem exists in these cases. If bycourt decree, all partners have actual notice of dissolution. If due to unlawfulness, general rulesgoverning actions arising out of illegal transactionsapply.
When a partner has knowledge or notice of a fact
Uniform Partnership Act:
Knowledge:
Not only actual but also knowledge of such other facts as in the circumstances show bad faith.
Notice:
When the person who claims the benefit of the notice:
1.)States the fact to such person; or
2.) Delivers through the mail or by other means of communication, a written statement of the factor to a proper person at his place of business orresidence.
ARTICLE1834
After