ARTICLE 1816
All partners, including industrial ones, shall be liable pro rata with all their property and after all the partnerships assets have been exhausted, for the contracts which may be entered into in the name and for the account of the partnership, under its signature and by a person authorized to act for partnership. However, any partner may enter into a separate obligation to perform a partnership contract. (n)
May tinatawag tayong Partnership Liability and Individual Liability. Sa Partnership Liability, for example, si Kathryn as partner of Kathniel, nag enter into contract with Jadine Company on behalf of the partnership. In this case, Kathryn can make the partnership liable in the contract she entered into under the partnership name and for the account of the partnership. While sa Individual Liability, for example Kathryn entered a contract with Jadine Company under the partnership name pero ginawa niyang solidarily liable ang sarili niya. In this case, si Kathryn lang ang liable sa Jadine kahit na ang Kathniel partnerhsip ang nakinabang sa contract.
Another example, Kathniel partnership may utang sa Mayward partnerhisp amounting to 10,000php. Upon failure na magbayad ang Kathniel sa Mayward, nag sue ang Mayward at nag demand ng immediate fulfillment of the amount due sa partners Kathryn and Daniel. At that time, Kathryn Partnership has a remaining assets amounting to 5,000php. Daniel also is out of the country. The partnership profit sharing is 8:2 for Kathryn and Daniel respectively. The question is, magkano ang babayaran ni Kathryn and Daniel sa Mayward? Exempted ba si Daniel because he is currently not in the Philippines?
In the above provision, the partners are liable pro rata. The pro rata here is not based sa Capital sharing or sa profit sharing. But, the number of partners in the partnership. Kathniel Partnership is composed of two partners. Ibig sabihin, liable sila 50% each.
Sinasabi rin sa above article na the liability is Subsidiary or secondary. Meaning, liable lang ang partners only after all the partnership asset has been exhausted.
10,000php - liability
(5,000php) - remaining assets of the partnership
5,000php - balance due from partners. 2,500 due from Kathryn and 2,500 due from Daniel.
Kahit nasa ibang bansa si Daniel, hindi madadagdagan ang obligation ni Kathryn. Only half of it or 'yung share niya lang ang pwedeng i-enforce ng Mayward against kay Kathryn.
Another example, Liza, Kathryn and Daniel formed Kathniel partnerhisp as Liza being a industrial partner. Kathryn and Daniel are both Capitalist partner and the both contributed 5,000php and 3,000php respectively. The profit sharing is as follow: 30% for Liza, 25% for Kathryn and 45% for Daniel.
May existing libility ang Kathniel sa Jadine amounting to 23,000php. At that time, the Kathniel Partnership has remaining asset amounting to 5,000php. The question is, magkano ang liability ni Liza, Kathryn and Daniel sa Jadine?
Comment your answers with supporting explanation. I'll give the answer once may nagsagot at least 3 persons.
BINABASA MO ANG
The Law on Partnerships
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