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.
1769 (4) in determining whether a partnership exists, these rules shall apply:
(4) 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 interference shall be drawn if such
profits were received in payment;
1771-1773 (relate 1773 with 1843) 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.
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 the third persons.
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.
Relation to 1843: A limited partnership is one formed by two or more persons under the
provisions of the following article, having as members one or more general partners and
one or more limited partners. The limited partners as such shall not be bound by the
obligations of the partnership.
1782 - Persons who are prohibited from giving each other any donation or advantage
cannot enter into universal partnership.
A Introduction
BHistorical background
a As a contract
Contract ( Consent, Object, Consideration) must have legal capacity to enter into
a contract.
Persons natural persons (can juridical persons enter into a partnership?)
Bind principle of delectus personae
Contribute presence or future contribution

Property Real vs. Personal, Tangible or Intangible, Movable or Immovable

Money check not money, it is legal tender if encashed, (in pesos not in dollars)
Industry includes services
Intention to divide profit differentiate co-ownership vs. partnership
b As a business organization
c Essential Elements of Partnership
a) it must be a valid contract between two or more persons ( must have legal
capacity to enter into contract
b) there must be a contribution of money, property or industry to a common fund
c) partners have the intention to divide the profits among themselves
d) the object or the purpose of the partnership must be lawful
B. Characteristics of Partnership as a contract
C. Partnership distinguished from co-ownership, joint venture, corporation,
conjugal partnership, joint account
D. Different Types of Partnership
Cases : Articles 1767-1783
1. Lyons v. Rosentock, 56 Phil 632 (1932)
2. Tuazon v. Bolanos, 95 Phil 106 (1954)
3. Lim Tong Lim vs. Phil. Fishing. 317 SCRA 728 (1999)
4. Litonjua v. Litonjua G.R. Nos. 166299-300 December 13, 2005
5. AFISCO v. CA G.R. No. 112675, January 25, 1999
6. Arbes vs. Polistico, G.R No. 31057, September 7, 1929
7. Evangelista vs. CIR G.R. No. L-9996, Oct. 15, 1957
8. Pascual v. CIR, G.R. No. 78133, October 18, 1988
9. Heirs of Jose Lim and Juliet Lim, G.R. No. 172690, March 3, 2010
10. Lilibeth Sunga-Chan G.R. No. 143 340, August 15, 2001
11. CIR v. Suter G.R. No. L-25532, February 28, 1969
12. Aurbach v. Sanitary Wares G.R. No. 75875, December 15, 1989
13. J. Tiosejo Investment v. Spouses Ang, G.R. No. 174149, September 8, 2010
14. Gatchalian v. Collector, 67 Phil 666 (1939)
15.Yulo v. Yang Chiao Seng, 106 Phil 110 (1959)
16. Pioneer Insurance & Surety Corp. v. Court of Appeals, 175 SCRA 668 (1989)
17. Yu v. National Labor Relations Commission, 224 SCRA 75 (1993)
II. Rights and Obligations of Partnership