This is a request for a review of the book Partnership and Corporation by Hector S. De Leon — specifically the Partnership portion, which is often the first half of the book (the second half covers Corporation law). Since you asked for a reviewer (study guide / summary), I will provide a condensed, high-yield reviewer based on the standard partnership syllabus in Philippine Law (Civil Law). Here is your Partnership Reviewer (based on De Leon) :
PARTNERSHIP REVIEWER (Hector S. De Leon) I. CONCEPT & CHARACTERISTICS Definition (Art. 1767): A contract where 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. Essential Elements:
Consensual – perfected by mere consent. Nominate – has a special name in law. Bilateral – creates reciprocal rights/obligations. Onerous – each party gives something. Commutative – what each gives is considered equivalent. Preparatory – entered into so that other contracts may follow. Principal – does not depend on another contract.
Characteristics:
Separate juridical personality (partnership can acquire assets, incur liabilities, sue/be sued in its name). Mutual agency (each partner is an agent of the partnership). Unlimited liability (general partners are liable for partnership debts up to their personal assets). Transfer of interest requires consent of all partners. Delectus personae (right to choose one’s partners – personal element).
II. DISTINCTIONS | Partnership | Corporation | |----------------|------------------| | Created by mere contract | Created by law (state grant) | | Unlimited liability (general partners) | Limited liability | | Right of succession – no | Right of succession – yes | | Can act through any partner (mutual agency) | Acts only through board | | Dissolved by death/withdrawal | Continues despite death of shareholder | | Delectus personae strong | Delectus personae weak | | Partnership | Co-ownership | |----------------|------------------| | Intention to divide profits | No such intent; merely common enjoyment | | No need for partition | Can demand partition anytime | | Mutual agency applies | No mutual agency |
III. CLASSIFICATIONS OF PARTNERS
As to liability :
General partner – liable up to personal assets. Limited partner – liable only up to contribution (cannot manage).
As to contribution :
Capitalist partner – contributes money/property. Industrial partner – contributes services/labor.
As to management :