1

PARTNERSHIP LAW REVIEWER 2. an UNEMANCIPATED MINOR CANNOT

University of the Philippines become a partner UNLESS his parent
or guardian consents
PARTNERSHIP
> it is a CONTRACT whereby two or 3. a MARRIED WOMAN, cannot contribute
more persons (1) bind themselves to conjugal funds as her contribution to
CONTRIBUTE money, property, or industry to the partnership UNLESS she is
a COMMON FUND (2) with the intention of permitted to do so by her husband OR
dividing the PROFITS among themselves or in UNLESS she is the administrator of the
order to EXERCISE a PROFESSION conjugal partnership, in which the
COURT must give its consent authority
> a STATUS and a FIDUCIARY
RELATION subsisting between persons 4. a PARTNERSHIP being a juridical
carrying on a business in common with a view person by itself can form another
on profit partnership
CHARACTERISTICS OF THE CONTRACT OF 5. a CORPORATION cannot become a
PARTNERSHIP partner on grounds of public policy
[C, C, L, I, AS, NP]
1. CONSENSUAL > a partner shares not only in profits but also
> perfected by mere consent in the losses of the firm
2. CONTRIBUTION of money, property or
industry to a COMMON FUND RULE:
3. object must be a LAWFUL one > the partnership has a PERSONALITY
4. INTENTION of DIVIDING the PROFIT SEPARATE and DISTINCT from that of each
among the PARTNERS partner
5. “AFFECTIO SOCIETATIS”
> the desire to formulate an ACTIVE UNION,
with people among whom there exist CONSEQUENCES OF THE PARTNERSHIP
a mutual CONFIDENCE and TRUSTS BEING A JURIDICAL ENTITY
6. NEW PERSONALITY 1. its juridical personality is SEPARATE
> the object must be for profit and not merely and DISTINCT from that of each
for the common enjoyment otherwise partner
only a co-ownership has been formed.
HOWEVER, pecuniary profit need not 2. the partnership CAN in GENERAL:
be the only aim, it is enough that it is A) acquire and possess property of
the principal purpose all kinds
B) incur obligations
BUSINESS TRUSTS C) bring civil and criminal actions
> when certain persons entrust their D) can be adjudged insolvent even if
property or money to others who will manage the individual members be each
the same for the former financially solvent
RULES ON CAPACITY TO BECOME A 3. unless he is generally sued, a partner
PARTNER has no right to make a separate
1. a person capacitated to enter into appearance in court, if the partnership
contractual relations may become a being sued is already represented
partner
LIMITATIONS ON ALIEN PARTNERSHIP
1) if 60% capital is not owned by Filipinos
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> the firm cannot acquire by purchase or 1. persons who are not partners to each
otherwise AGRICULTURAL Philippine other are not partners as to third
lands persons
2) foreign partnership may “lease” lands EXCEPTION:
provided the period does not exceed 99 years > PARTNERSHIP BY ESTOPPEL
3) foreign partnership may be
“MORTGAGEES” of land 2. CO-OWNERSHIP of a property does not
> period of 5 years, renewable for itself establish a partnership, even
another 5 years though the co-owners share in the
> they cannot purchase it in a profits derived from the incident of joint
foreclosure sale ownership
RULES IN CASE OF ASSOCIATIONS NOT 3. SHARING OF GROSS RETURNS
LAWFULLY ORGANIZED AS PARTNERSHIP ALONE does not indicate a partnership
1. it possesses NO LEGAL PERSONALITY whether or not the persons sharing
> it cannot sue as such HOWEVER, the them have a joint or common right or
partners in their individual capacity interest in any property from which the
CAN returns are derived
2. one who enters into a contract with a
partnership as such cannot when sued 4. the receipt of the share in the profits is
later on for recovery of the debt, allege a strong presumptive evidence of
the lack of legal personality on the part partnership HOWEVER, no such
of the firm, even if indeed it had no inference will be drawn if such profits
personality were received in payment
> ESTOPPEL A) as a DEBT by installments or
otherwise
> whether a partnership has a juridical B) as WAGES of an employee
personality or not depends on its PERSONAL C) as RENT to a landlord
LAW of the partnership or the law of the place D) as an ANNUITY to a widow or
where the partnership was organized representative of a deceased
partner
REQUISITES FOR EXISTENCE OF E) as INTEREST on a LOAN, though
PARTNERSHIP [I, CF, JI] the amount of payment vary with
1. INTENTION to create a partnership the profits of the business
2. COMMON FUND obtained from F) as the CONSIDERATION for the
contributions sale of a GOOD WILL of a
3. JOINT INTERESTS in the PROFITS business or other property or
otherwise
WHAT DO NOT ESTABLISH A > creditors are not partners, for their only
PARTNERSHIP interest in the sharing of profits is
1. mere co-ownership or co-possession the receipt or payment of their
> even with profit sharing credits
2. mere sharing of GROSS returns
> even with joint ownership of the properties > in a partnership, the partners are supposed
involved to trust and have confidence in all
the partners
RULES TO DETERMINE THE EXISTENCE
OF A PARTNERSHIP

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PARTNERSHIP BY ESTOPPEL * need for INVENTORY of

> IF 2 persons not partners represent IMMOVABLES
themselves as partners to strangers, a
partnership by estoppel results ** for EFFECTIVITY of the
> WHEN 2 persons, who are partners, partnership contract insofar as
in connivance with a friend who is not a innocent third persons are
partner inform a stranger that said friend is concerned the same must be
their partner, a partnership by estoppel also REGISTERED if REAL PROPERTIES
result to the end that the stranger should not are INVOLVED
be prejudiced
> a partnership contract is NOT
RULE: LAWFUL OBJECT or PURPOSE CONVERED by the STATUTE of FRAUDS
> a partnership must have LAWFUL > an AGREEMENT TO FORM a
OBJECT or PURPOSE, and must be partnership does not itself create a
established for the common benefit or interest partnership
of the partners
> when there are conditions to be
> it must be within the commence of fulfilled or when a certain period is to lapse,
man, possible and not contrary to law, morals, the partnership is not created till after the
good customs, public order or public policy fulfillment of the conditions or the arrival of
the term and this is true even if one of the
> IF a partnership has SEVERAL parties has already advanced his agreed share
PURPOSES, one of which is UNLAWFUL, the of the capital
partnership can still validly exist so long as
the illegal purpose can be separated from the RULE: if CAPITAL is P3,000 or more
legal purposes REQUIRED:
1. PUBLIC INSTRUMENT
> NO need for JUDICIAL DECREE to 2. RECORDED – S.E.C.
dissolve an unlawful partnership
> VOID AB INITIO * > FAILURE TO COMPLY – shall not effect the
liability of the partnership and its members to
> one of the causes for the dissolution third persons
of a partnership is “any event which makes it
unlawful for the business of the partnership to ** > IF REAL PROPERTIES have been
be carried on” contributed, REGARDLESS of the VALUE, a
public instrument is needed for the
RULE: attainment of legal personality
> when an UNLAWFUL PARTNERSHIP is
dissolved by a judicial decree, the PROFITS
shall be CONFISCATED in FAVOR of the REQUIREMENTS WHERE IMMOVABLE /
STATE REAL PROPERTY IS CONTRIBUTED
1. PUBLIC INSTRUMENT
G. R. 2. INVENTORY – signed and attached to
> a partnership may be constituted in any the P.I.
form * > applies regardless of the value of the
EXCEPTION: PUBLIC INSTRUMENT real property
1. IMMOVABLE PROPERTY is contributed * > applies even if only real rights over
2. REAL RIGHTS are contributed the real property are
contributed
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* > applies if aside from real property, 1. contracts entered into by a “partner” in
cash or personal property is his own name may be sued upon still
contributed by him in his individual capacity, not
withstanding the absence of a
> TRANSFER of land to the partnership must partnership
be duly “recorded” in the ROD to make the 2. when two or more individuals, having a
transfer effective insofar as third persons are common interests in a business bring
concerned a court action, it should be presumed
that they prosecute the same in their
RULE: individual capacity as co-owners and
> any immovable property or an interest not in behalf of a partnership which
therein maybe acquired in the partnership does not exist in legal contemplation
name
> title so acquired can be conveyed only in the CLASSIFICATION OF PARTNERSHIPS
partnership name A) ACCORDING TO MANNER OF CREATION
1. ORALLY constituted
>IF the partnership has ALIENS, it CANNOT 2. constituted in a PRIVATE
OWN LANDS, whether public or private or INSTRUMENT
whether agricultural or commercial EXCEPT 3. constituted in a PUBLIC
through HEREDITARY SUCCESSION INSTRUMENT
4. REGISTERED – S.E.C.
B) ACCORDING TO OBJECT
1. UNIVERSAL
LIMITATIONS ON ACQUISITION 2. PARTICULAR
1. AGRICULTURAL LANDS – 1024 C) ACCORDING TO LIABILITY
HECTARES 1. LIMITED PARTNERSHIP
2. lease of public lands (GRAZING) – 2000 2. GENERAL PARTNERSHIP
HAS. D) ACCORDING TO LEGALITY
1. LAWFUL OR LEGAL
RULES IF A) articles are kept secret 2. UNLAWFUL OR ILLEGAL
among the members E) ACCORDING TO DURATION
B) any one of the members may 1. for a SPECIFIC PEIOD or FIXED
contract in his “own” name PERIOD
with third persons 2. PARTNERSHIP AT WILL
1. NOT a partnership – NOT a LEGAL F) ACCORDING TO REPRESENTATION TO
PERSON OTHERS
2. it may be sued by third person under 1. ORDINARY PARTNERSHIP
the common name it uses 2. PARTNERSHIP BY ETOPPEL
3. it cannot sue as such and cannot be G) AS TO LEGALITY OF EXISTENCE
ordinarily be a party to a civil action 1. DE JURE PARTNERSHIP
4. insofar as innocent third parties are 2. DE FACTO PARTNERSHIP
concerned H) AS TO PUBLICITY
> the parities can be considered as 1. SECRET PARTNERSHIP
members of a partnership 2. NOTORIOUS / OPEN PARTNERSHIP
5. as between themselves or insofar as I) AS TO PURPSE
third persons are prejudiced 1. COMMERCIAL / TRADING
> only the rules of co-ownership must 2. PROFESSIONAL / NON-TRADING
apply
EFFECT OF CERTAIN TRANSACTIONS GENERAL PARTNERSHIP
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> one where all the partners are general > articles of universal partnership, entered
partners without specification of its nature, only
> they are LIABLE even with respect to their constitute a universal partnership of PROFITS
individual properties, after the assets of the
partnership has been exhausted RULE:
> persons who are prohibited from giving each
LIMITED PATNERSHIP other any donation or advantage cannot enter
> one where at least one partner is a general into universal partnership
partner and the others are limited partners WHO:
> one whose liability is limited only up to the 1. HUSBAND and WIFE
extent of his contribution 2. those guilty of ADULTERY or
CONCUBINAGE
> a partnership where all the partners are 3. those guilty of the same criminal
limited partners cannot exist as a limited offense if the partnership was entered
partnership into in consideration of the same
> REFUSED REGISTRATION
> IF it continuous as such, it will be > while spouses cannot enter into a universal
considered as a general partnership and all partnership, they can enter into a particular
the partners will be general partners partnership or be members thereof
KINDS OF UNIVERSAL PARTNERSHIP > a universal partnership is virtually a
1. PARTNERSHIP OF ALL PRESENT donation to each other of the partners
PROPERTY properties or at least their usufruct
2. PARTNERSHIP OF ALL PROFITS

*UNIVERSAL PARTNERSHIP OF ALL PARTICULAR PARTNERSHIP

PRESENT PROPERTY > a particular partnership has for its
> CONTRIBUTION of OBJECT:
1. ALL the properties actually 1. DETERNMINATE THINGS – their use or
belonging to the partners fruits
2. the PROFITS acquired with said 2. SPECIFIC UNDERTAKING
property 3. EXERCISE of a PROFESSION or
> BECOMES COMMON PROPERTY VOCATION
> EXCEPT all FUTURE PROPERTY
> FRUITS of FUTURE PROPERTY – OBLIGATIONS OF THE PARTNERS
INCLUDED IF STIPULATED UPON RULE:
> a PARTNERSHIP BEGINS from the moment
of the EXECUTION of the CONTRACT
*UNIVERSAL PARTNERSHIP OF PROFITS
> comprises all that the partners may acquire * > even if contributions have not yet been
by the INDUSTRY or WORK of the partners made the firm already exists, for partnership
become common property regardless of within is a consensual contract
said profits were obtained through the
usufruct contributed DURATION OF PARTNERSHIP
> EXCEPT PRIZES and GIFTS > UNLIMITED
* > MAY BE AGREED UPON
RULE: 1. EXPRESSLY – definite period
2. IMPLIEDLY – upon achievement of
its purpose
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produced, BUT also for those that could

PARTNERSHIP AT WILL have been produced
> a partnership wherein its continued 4. IF MONEY HAS BEEN PROMISED,
existence really depends upon the will of the INTEREST and DAMAGES from the
partners or even on the will of any of them time he should have complied with his
2 KINDS: obligation should be given
1. when there is no term, express or
implied 5. NO DEMAND is needed to put the
2. when it is continued by the habitual partner in default
managers although the period has
ended or the purpose has been 6. it is DELIVERY, actual or constructive
accomplished that TRANSFERS OWNERSHIP
3 IMPORTANT DUTIES OF EVERY RULES ON THE DUTY TO WARRANT
PARTNER [C, D-F, W] 1. the warranty in case of eviction refers
1. duty to CONTRIBUTE what had been to specific and determinate things
promised already contributed
2. duty to DELIVER the FRUITS of what
should have been delivered 2. there is EVICTION whenever by a final
3. duty to WARRANT judgment based on a right prior to the
sale or an act imputable to the partner,
RIULES ON THE DUTY TO CONTRIBUTE the partnership is deprived of the whole
1. the contribution must be made at the or a part of the thing purchased
time the partnership is entered into
UNLESS a different period is stipulated RULE WHEN CONTRIBUTION CONSISTS OF
GOODS
2. no demand is needed to put the partner > APPRAISAL of VALUE is needed to
in default determine how much was contributed
3. the partner must exercise due diligence HOW APPRAISAL MADE
in preserving the property to be 1. as PRESCRIBED in the CONTRACT
contributed before he actually 2. in default, by EXPERTS chosen by the
contributes the same partners, and at CURRENT PRICES
*> necessity of the INVENTORY –
4. a partner who promises to contribute to APPRAISAL
the partnership becomes a promissory
debtor of the partnership RULE on RISK of LOSS
> after goods have been contributed, the
RULES ON THE DUTY TO DELIVER THE partnership bears the risk of subsequent
FRUITS changes in the value
1. IF property has been promised, the
fruits thereof should also be given RULE:
> a partner who has undertaken to
2. the fruits referred to are those arising contribute a sum of money and fails to do
from the time they should have been so becomes a debtor for the interest and
delivered, without a need of any damages from the time he should have
demand complied with his obligation
3. IF the partner is in BAD FAITH, he is CAPITALIST PARTNER
liable not only for the fruits actually > one who FURNISHES CAPITAL
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*> NOT EXEMPTED from LOSSES > one who does not participate in the
*> he can engage in other business management, though he shares in the
PROVIDED there is no competition PROFITS or LOSSES
between the partnership and his business
*> share in the profits according to LIQUIDATING PARTNER
agreements > one who winds up or liquidates the affairs of
the firm after it has been dissolved
INDUSTRIAL PARTNER
> one who FURNISHES INDUSTRY or OSTENSIBLE PARTNER
LABOR > one whose connection with the firm is public
*> he is EXEMPTED from LOSSES as and open
between the partner BUT liable to
strangers without prejudice to SECRET PARTNER
reimbursement from the capitalist partner > one whose connection with the firm is
*> he CANNOT engage in any other concealed or kept secret
BUSINESS WITHOUT the express
CONSENT of the other partners, DORMANT PARTNER
OTHERWISE > one who is both a secret (hidden) and silent
1. he can be EXCLUDED from the firm (not managing) partner
- plus damages OR
2. the BENEFITS he obtains from the NOMINAL PARTNER
other businesses CAN BE AVAILED of > one who is not really a partner BUT who
by the other partners may become liable as such insofar as third
- plus damages persons are concerned
> whether or not there is
COMPETITION RULE:
*> in computing always look for -----> NET > partners shall CONTRIBUTE EQUAL
PROFITS SHARES to the capital of the partnership
-----> NET
LOSSES *> it is permissible to contribute UNEQUAL
SHARES IF there is a stipulation to this effect
CAPITALIST – INDUSTRIALIST PARTNER
> one who contributes BOTH CAPITAL and *> in the absence of proof, the shares are
INDUSTRY presumed to be equal
GENERAL PARTNER CONDITIONS before a capitalist partner is
> one who is liable “beyond” the extent of his obliged to sell his shares / interest to the
contribution other partners [IL, RC, NA]
LIMITED PARTNER 1. if there is IMMINENT LOSS of the
> one who is liable “only” to the extent of his BUSINESS of the partnership
contribution
2. he REFUSES to CONTRIBUTE an
***> an industrial partner can only be a ADDITIONAL SHARE to the CAPITAL
general partner, never a limited partner
3. there is no agreement to the contrary
MANAGING PARTNER
> one who manages actively the firms affairs *> INDUSTRIAL PARTNER IS EXEMPTED
SILENT PARTNER
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*RULE if MANAGING PARTNER COLLECTS

A CREDIT *RULES ON WHO BEARS THE RISK OF
LOSS
REQUISITES:
1. existence of at least 2 debts ----> 1. if SPECIFIC and DETERMINATE
PARTNERSHIP THINGS NOT FUNGIBLE whose
----> USUFRUCT is enjoyed by a firm
PARTNER > the PARTNER who OWNS it bears
2. both sums are demandable the loss for ownership was never
3. the collecting partner is the managing transferred to the firm
partner
2. FUNGIBLE or DETERIORABLE
*> the sum thus collected shall be applied > FIRM bears the loss for it is evident
to the two credits in ownership was transferred
proportion to their amounts
3. THINGS CONTRIBUTED to be SOLD
RULE: >FIRM bears the loss for evidently the
*> where a partner receives his share in the firm was intended to be the owner
partnership credit
CONDITIONS: 4. CONTRIBUTED under APPRAISAL
1. a partner has received his share in the > FIRM bears the loss because this has
partnership credit – in whole or in part the effect of an implied sale
2. the other partners have not collected
their part of the credit
3. the debtor subsequently becomes
INSOLVENT
RULE: - the partner shall be obliged to RULE on RESPONSIBILITY of the FIRM
bring to the partnership
capital what he received even though he 1. to REFUND amounts disbursed on
may have given receipt for behalf of the firm plus legal interest
his share only from the time expenses where made
*> DOES NOT APPLY when debt was collected 2. to ANSWER to each partner for
after dissolution of the partnership OBLIGATIONS he may have entered
into in good faith in the interest of the
RULE: partnership, as well as the risks in
*> every partner is responsible to the consequence of its management
partnership for damages suffered by it
through his fault *> REFUND must be made even in case of
failure of the enterprise entered into, provided
*> he cannot compensate them with the the partner is not at fault
profits and benefits, which he may have *> AMOUNT DISBURSED – does not refer to
earned for the partnership by his industry the ORIGINAL CAPITAL
*> the courts may equitably lessen his *HOW PROFITS ARE DISTRIBUTED
responsibility 1. according to AGREEMENT
2. IF NONE, according to amount of
CONTRIBUTION
“RES PERIT DOMINO”
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*HOW LOSSES are DISTRIBUTED 2. there is no specification of respective

1. according to AGREEMENT as to losses duties
2. IF NONE, according to agreement as to 3. there is no stipulation requiring
PROFITS UNANIMITY
3. IF NONE, according to amount of
CONTRIBUTION SPECIFIC RULES:
1. each may separately execute all acts of
*> an INDUSTRIAL PARTNER shall receive a administration
JUST and EQUITABLE share in the profits > UNLIMITED POWER to ADMINISTER

*RULE on INDUSTRIAL PARTNERS’ 2. IF any of the managers OPPOSE

LIABILITIES > MAJORITY RULE
- may be held liable by third persons BUT he > IN CASE OF A TIE
may recover what he has paid from the other - persons owning controlling interest
capitalist partners prevail provided they are also managers
*RULE on DESIGNATION by THIRD PERSON *> right to oppose is not given to
of SHARES in PROFITS and LOSSES NON-MANAGERS
*> third person is NOT a PARTNER --> *> OPPOSITION should be done BEFORE the
appointed to only distribute shares acts produce legal effects insofar as third
persons are concerned
*> the designation of shares by third persons
may be IMPUGNED, IF it is MANIFESTLY RULE WHEN UNANIMITY is REQUIRED
INEQUITABLE 1. the CONCURRENCE of all shall be
*> the designation of shares by third persons necessary for the validity of the acts
CANNOT be IMPUGNED EVEN IF
MANIFESTLY INEQUITABLE IF: 2. the ABSENCE or DISABILITY of
1. the aggrieved partner has already ANYONE of them CANNOT BE
BEGUN to EXECUTE the decision ALLEGED UNLESS there is imminent
2. the aggrieved partner has not danger of grave or irreparable injury to
IMPUGNED the distribution within 3 the partnership
months he had knowledge
RULE ON DUTY of THIRD PERSONS
*RULE IF APPOINTMENT OTHER THAN in > third persons are not required to inquire as
the ARTICLES of PARTNERSHIP to whether or not a partner with whom he
1. power to act may be REVOKED at ANY transacts has the consent of all the managers
TIME with or without just cause
> REMOVAL should be done by the *RULES to be observed when the manner of
controlling interest management has not been agreed upon:
1. all the partners are considered AGENTS
2. EXTENT of POWER > whatever any one of them may do
> as long as he remains manager, he can alone shall not bind the partnership
perform all acts of administration
BUT – if others oppose and he persists, he 2. IF the acts of one are opposed by the
can be removed rest, the majority shall prevail
*RULE WHEN there are 2 or MORE 3. when a partner acts in his OWN NAME,
MANAGERS he does not bind the partnership
CONDITIONS:
1. 2 or more partners are managers
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4. authority to bind the firm does not > any partner shall have the right to a formal
apply if somebody else has been given account as to partnership affairs
authority to manage in the articles of 1. if wrongfully excluded from partnership
organization or through some other BUSINESS
means 2. if wrongfully excluded from partnership
PROPERTY by his co-partners
5. ALTERATIONS REQUIRE UNANIMITY 3. if the right exists under the terms of
- IMMOVABLE partnership property agreement
- BUT if the refusal to consent by the 4. if the other partner receives other
others is prejudicial to the interest of benefits, profits or uses partnership
the partnership property
- COURTS INTERVENTION may be 5. whenever other circumstances render it
sought just and reasonable
RULES on ASSOCIATE of PARTNER *> the right to demand an accounting exists as
1. every partner may associate another long as the partnership exists
person with him in his share *> prescription begins to run only upon the
dissolution of the partnership when the final
2. for a partner to have an associate in his accounting is done
share
> consent of all the other partners is PROPERTY RIGHTS OF PARTNERS [P, I, M]
NOT REQUIRED 1. rights in specific PARTNERSHIP
PROPERTIES
3. for the associate to become a partner 2. INTERESTS in the PARTNERSHIP
> ALL MUST CONSENT 3. right to PARTICIPATE in the
MANAGEMENT
RULE:
RULES on PARTNERSHIP BOOKS *> a partner is CO-OWNER with his partners
1. kept at the principal place of business of SPECIFIC PARTNERSHIP PROPERTY
of the partnership
*> RIGHTS of a PARTNER in SPECIFIC
2. at any reasonable hour, every partner PARTNERSHIP PROPERTY
shall have access to and may inspect
and copy any of them 1. he has equal rights with his partners to
POSSESS the property BUT only for
DUTY of PARTNERS TO GIVE PARTNERSHIP PURPOSES
INFORMATION > he may possess such property for
> good faith not only requires that a partner other purposes PROVIDED the other
should not make any FALSE CONCEALMENT, partners expressly or impliedly gives
BUT he should abstain from all concealment their CONSENT
DUTY to ACCOUNT [B, P, U-P] 2. he CANNOT ASSIGN his right to the
> every partner must account to the partnership property EXCEPT if all the other
1. any benefit acquired partners assign their rights in the same
2. any profits received property
3. any use of partnership property
3. his right to the property is NOT
RIGHT TO DEMAND a FORMAL ACCOUNT SUBJECT to ATTACHMENT or
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EXECUTION, EXCEPT on a claim

against partnership 2. to avail himself of the usual remedies in
case of fraud in the management
4. his right to the property is NOT
SUBJECT to LEGAL SUPPORT 3. to ask for ANNULMENT of the contract
of assignment IF:
*> if there is PARTNERSHIP DEBT, the specific A) he was induced to enter into it
property can be attached through any of the vices of consent
OR
B) he himself was incapacitated to give
RULE: consent
*> a PARTNERS INTEREST in the partnership
is his SHARE of the PROFITS and SURPLUS 4. to demand an accounting BUT only if
IT CAN BE: [A, A, LS] the partnership is dissolved
1. ASSIGNED
2. ATTACHED
3. be subject to LEGAL SUPPORT PREFERENTIAL RIGHTS of PARTNERSHIP
CREDITORS
*EFFECTS of CONVEYANCE by PARTNER of *> partnership creditors are entitled to
his INTEREST in the PARTNERSHIP PRIORITY over partnership assets, including
1. IF he conveys his WHOLE INTEREST the partners interest in the profits
A) partnership may still remain
B) partnership may be dissolved **> SEPARATE or INDIVIDUAL creditors have
*> mere conveyance does not PREFERENCE in separate or individual
dissolve the partnership properties
2. the ASSIGNEE does not necessarily *> when the CHARGING ORDER is applied for
become a partner and granted, the court may appoint a receiver
> the ASSIGNOR is still the partner, of the partners share in the profits
with a right to demand accounting and > the receiver appointed is entitled to any
settlement relief necessary to conserve the partnership
assets for partnership purposes
3. the ASSIGNEE CANNOT interfere in the *> interest charged may be redeemed at any
MANAGEMENT or ADMINISTRATION of time before foreclosure
the firm
> the ASSIGNEE CANNOT also DEMAND *> AFTER FORECLOSURE the interest may still
[I, A, I] be redeemed by (without causing dissolution)
A) INFORMATION 1. with separate property, by any one or more
B) ACCOUNTING of the partners OR
C) INSPECTION of partnership
books 2. with partnership property, by any one or
more partners with the consent of all the
***> while a partners INTEREST in the firm partners whose interests are not so charged or
may be CHARGED or LEVIED upon, his sold
INTEREST in a specific firm PROPERTY *> consent of the delinquent partner not
CANNOT be attached. needed
RIGHTS of the ASSIGNEE RULE:
1. to get whatever profits the > every partnership shall operate under a
assignor-partner would have obtained FIRM NAME
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*> the firm name may or may not include *> any partner may enter into a separate
the name of one or more of the partners obligation to perform a partnership contract
**> STRANGERS who include their names in RULE:
the firm are liable as partners because of *> every partner is an “agent” of the
ESTOPPEL, BUT do NOT have the RIGHTS of partnership for the purpose of its business
partners
G.R.- the act of every partner for apparently
**> IF a LIMITED PARTNER includes his name carrying on in the USUAL WAY the business of
in the firm name, he has obligations BUT not the partnership of which he is member binds
the rights of a general partner the partnership
EXCEPT:
RULE on LIABILITY for CONTRACTUAL 1. if he has NO AUTHORITY and
OBLIGATIONS 2. the person with whom he was dealing with
*> all partners, including industrial ones, shall HAS KNOWLEDGE of the fact that he has no
be liable pro-rata with all their property and such authority
after all the partnership assets have been
exhausted RULE:
> an act of a partner which is not apparently
*> NOT APPLICABLE for TORTS or CRIMES for the carrying on of business of the
-----> LOSS partnership in the usual way does not bind
the partnership UNLESS authorized by the
-----> INJURY other partners
-----> MISAPPROPRIATION *> a partnership is a CONTARCT of MUTUAL
AGENCY, each partner acting as a principal
**> while an INDUSTRIAL PARTNER is on his own behalf and as an agent for his
exempted by law from LOSSES as between the co-partners or the firm
partners, he is NOT EXEMPTED from liability
insofar as third persons are concerned REQUISITES on WHEN can a partner BIND
> he may recover what he has paid from the partnership
the CAPITALIST partners 1. expressly or impliedly AUTHORIZED
2. when he acts in BEHALF AND IN THE
*> under the law the liability of the partners is NAME of the partnership
subsidiary and joint NOT principal and
solidary INSTANCES of IMPLIED AUTHORIZATION
1. when the other partners DO NOT
*RULE on LIABILITY of a PARTNER who has OBJECT, although they have
WITHDRAWN knowledge of the act
1. a partner who withdraws is not liable 2. when the act is for “apparently carrying
for liabilities contracted after he has on in the usual way the business of the
withdrawn partnership
*> this is binding on the firm even if
2. if his interest has not yet been paid him the partner was not really authorized
> his right to the same is that of a mere PROVIDED that the third party is in GOOD
creditor FAITH
**> a stipulation exempting liability to third RULE on UNUSUAL ACTS
persons is VOID > one or more but less than all the partners
HAVE NO AUTHORITY TO:
PARTNERSHIP LAW- SUMMARY
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[AP, DG, AI, CJ, EC, SA, RC] property IF done not in its USUAL
1. ASSIGN the PARTNERS PROPERTY BUSINESS EXCEPT if he had transferred
2. DISPOSE of GOODWILL it to a Holder for value
3. do any other act which would make it
impossible to carry on the ordinary 4. when property “held in trust” by partner
business of the partnership
4. CONFESS a judgment > a sale only conveys EQUITABLE
5. ENTER into a COMPROMISE INTEREST
6. SUBMIT to ARBITRATION
7. RENOUNCE to CLAIM 5. when title is in the name of all partners
*RULES on CONVEYANCE of REAL > conveyance executed by all partners
PROPERTY possess all rights of such property
1. where title to real property is in the EQUITABLE INTEREST
partnership name -BENEFICIAL INTEREST, BUT NOT
> any partner may convey title to such NAKED OWNERSHIP
property by a conveyance executed in
the partnership name *RULE on ADMISSION or
REPRESENTATION MADE by a PARTNER
*> PARTNERSHIP MAY RECOVER SUCH > an admission by a partner is an admission
PROPERTY against the partnersip,under the following
EXCEPT: conditions:
1. if the firm is engaged in the 1. the admissions must concern
buying and selling of land partnership affairs
(USUAL BUSINESS) 2. must be within the scope of his
2. if property was conveyed to a authority
HOLDER for VALUE and who
had NO KNOWLEDGE of the RESTRICTIONS ON THE RULE:
partners LACK of AUTHORITY 1. admissions made BEFORE
DISSOLUTION are binding only when
2. where title is in the name of the the partner has authority to act on the
partnership and partner sold in his OWN particular matter
NAME
2. admissions made AFTER
IF DONE IN USUAL BUSINESS
> DISSOLUTION are binding only if the
> buyer does not become owner BUT admissions were necessary to WIND UP
ACQUIRES EQUITABLE INTEREST the business
> IF NOT DONE IN USUAL BUSINESS 3. an admission made by a former partner
> buyer does not become owner and made after he has RETIRED from the
is not even entitled to equitable interest partnership is not evidence against the
firm
3. where title is in the name of one or more EFFECT of NOTICE to a PARTNER
BUT not all the partners → notice to a partner is notice to the
partnership
> partners in whose name the title is
named MAY CONVEY BUT the
PARTNERSHIP may RECOVER such
PARTNERSHIP LAW- SUMMARY
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*→notice to a partner, given while already a 2. if the act or omission is NOT

partner is a notice to the partnership WRONGFUL
PROVIDED it relates to partnership affairs
3. if the act or omission, although
EFFECT of KNOWLEDGE ALTHOUGH NO wrongful did not make the partner
NOTICE WAS GIVEN: concern liable
- DAMNUN ABSQUE INSURIA
*→ knowledge of the partner is also knowledge
of the firm PROVIDED THAT: 4. if the wrongful act or omission was
1. the knowledge was acquired by a committed after the firm had been
partner who is acting in the particular dissolved and the same was not in
matter involved;and connection with the process of winding
2. the partner having knowledge, had up.
reason to believe that the fact related to
a matter which had some possibility of LIABILITY of PARTNERSHIP for
being the subject of the partnership MISAPPROPRIATION – (SOLIDARY
business AND he was so situated that LIABILITY)
he could communicate it to the partner 1. RECEIVING PARTY MISAPPROPRIATES
acting on that particular matter 2. ANY PARTNER MISAPPPROPRIATES
- money or property in custody of
*→ SERVICE of PLEADINGS on the partner in partnership
a law firm is also service on the whole firm
and the other partners PARTNER BY ESTOPPEL
→ a person who represents himself or
consents to another / others representing him
to anyone as a partner either in an existing
partnership or in one that is fictitious or
LOSS OR INJURY apparent
RULE on WRONGFUL ACT or OMISSION of a PARTNERSHIP BY ESTOPPEL
PARTNER (SOLIDARY LIABILITY) → when all the members of the existing
*→ the partnership is solidarily liable with the partnership consent to such representation of
partner if the wrongful act or omission a partner by estoppel
1. the partner is acting in the ordinary
course of business of the partnership RULES AND SITUATIONS:
OR 1. if a third person is misled and acts
2. with authority of his co-partners because of such misrepresentation
→ the deceiver is a partner by estoppel
*→ innocent partners have right to recover
from the guilty partner 2. if the partnership consented to such
misrepresentation
* When the firm and other partners not → partnership liability results
liable:
1. if the wrongful act or omission was NOT 3. if the firm had not consented
DONE → no partnership liability results BUT
A) within scope of partnership the deceiver is considered still as a
business “partner by estoppel” with all the
B) with authority of the other obligations but not the rights of a
co-partners partner
PARTNERSHIP LAW- SUMMARY
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4. when a person represents himself as a

partner of a NON-EXISTENT partnership DISSOLUTION AND WINDING UP
→ NO partnership liability results BUT → the change in the relation of the partners
the deceiver and all persons who may caused by any partner causing to be
have aided him in the associated in the carrying on of the business
misrepresentation are still liable → it is the point of time the partners cease to
→ liability would be JOINT or carry on the business together
PRO-RATA
WINDING UP
*→ when although there is misrepresentation, → the process settling business affairs after
if the third party is not deceived, the doctrine dissolution
of estoppel does not apply
TERMINATION
BURDEN of PROOF → the point in time after all the partnership
→ the creditor or whoever alleges the existence affairs have been wound up
of a partner or partnership by estoppel has the
burden of proving the existence of the RULE ON DISSOLUTION
MISREPRESENTATION AND INNOCENT *→ on dissolution the partnership is not
RELIANCE on it terminated BUT continues until the winding
up of partnership affairs is completed
ENTRY OF A NEW PARTNER into an
EXISTING PARTNERSHIP *EFFECT on OBLIGATIONS
RULE: 1. just because a partnership is dissolved
*→ he shall be liable for all the obligations of this does not necessarily mean that a
the partnership BUT his liability will extend partner can evade previous obligations
only to his share in the partnership property entered into by the partnership
*→ his own individual property shall be 2. dissolution saves the former partners
excluded from new obligations to which they
have not expressly or impliedly
*→ same liability of a limited partner consented UNLESS the same be
essential for winding up
PREFERENCE of PARTNERSHIP
CREDITORS *CAUSES OF DISSOLUTION
RULE: 1. without VIOLATION of the
*→ the creditors of the partnership shall be AGREEMENT between the partners
preferred to those of such partner as regards A) TERMINATION of the DEFINITE
the partnership property TERM or PARTICULAR
UNDERTAKING
without prejudice to this right B) EXPRESS WILL or ANY PARTY in
→ the private creditors of each partner may GOOD FAITH (PARTNERSHIP by
ask the attachment and public sale of the WILL)
share of the latter in the partnership assets C) EXPRESS WILL of ALL of the
PARTNERS except those who
**→IF a partner sells his share to a third have (interests) ASSIGNED or
party, BUT the firm itself still remains whose interests have been
SOLVENT, partnership creditors CANNOT (separate debts) CHARGED
assail the validity of the sale by alleging that it D) EXPULSION in good faith of a
is made in fraud of them, since they have not member
really been prejudiced
PARTNERSHIP LAW- SUMMARY
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2. in CONTRAVENTION of the agreement 2. AT ANY TIME, if the partnership was a

between the partners “partnership at will” when the interest
→ by the EXPRESS WILL of ANY was assigned or when the charging
PARTNER at any time ordered was issued
3. UNLAWFULNESS of the BUSINESS
4. LOSS – thing promised *→ proof as to the existence of the firm must
A) SPECIFIC THING – PERISHES first be given
before delivery
B) USUFRUCT is lost EXCEPT if *→ even if a partner has not yet been
ownership had been transferred previously declared insane by the court,
to the partnership dissolution may be asked, as long as the
5. DEATH of ANY partner insanity is duly proved in court
6. INSOLVENCY of any partner or of the
partnership *→ in a suit for dissolution, the court may
7. CIVIL INTERDICTION of any partner appoint a RECEIVER at its discretion
8. DECREE of COURT
***→ if the cause is not justified or no cause
was given, the withdrawing partner is liable EFFECTS OF DISSOLUTION
for DAMAGES BUT in no case can he be RULE:
compelled to remain in the firm *→ when the firm is dissolved, a partner can
no longer bind the partnership
*→ the insolvency need not be judicially
declared, it is enough that the assets be less *→ a dissolved partnership still has the
than the liabilities personality for the winding up of its affairs
→ the firm is still allowed to collect
DISSOLUTION by JUDICIAL DECREE WHEN previously acquired credits
ALOWED: → the firm is still bound to pay of its
(I, UM, I-PP, C, PB, BL, OC) debts
1. partner declared “insane” in any
judicial proceeding or is shown to be of DISSOLUTION CAUSED by A-I-D
UNSOUND MIND RULE: (STILL BOUND) – as to each partners
2. partner becomes INCAPABLE of
performing his part of the partnership G.R.→ where the dissolution is caused by the
contract ACT, INSOLVENCY or DEATH of a partner,
3. partner has been guilty of such each partner is liable to his co-partners for his
CONDUCT as tends to affect share of any liability created by any partner
prejudicially the business acting for the partnership
4. partners PERSISTENT BREACH of EXCEPTION: - individual liabilities
agreement 1. if dissolution by ACT
5. the business of the partnership can → the partner acting for the partnership
only be denied on at a loss HAD KNOWLEDGE of the dissolution
6. other circumstances which render OR
dissolution equitable 2. if dissolution by DEATH or
INSOLVENCY
IN CASE OF PURCHASER of PARTNERS → the partner acting for the partnership
INTEREST HAD “knowledge or notice” of the death or
1. after the termination of the specified insolvency
term or particular undertaking
*→ only the partner acting assumes liability
PARTNERSHIP LAW- SUMMARY
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*→ the INDIVIDUAL PROPERTY of a

*AFTER DISSOLUTION, a partner can still DECEASED PARTNER shall be liable for all
“bind” the PARTNERSHIP obligations of the partnership incurred while
(WU, UT, TB) he was a partner BUT subject to prior
1. By any ACT appropriate for WINDING payments of his separate debts
UP partnership affairs
*→ IF there be a NOVATION of the OLD
2. By COMPLETING transactions PARTNERSHIP DEBTS and such novation is
UNFINISHED at dissolution done after one of the partners has “retired”
and without the consent of such partner
3. By any TRANSACTION which could → said partner cannot be held liable by
bind the partnership IF dissolution had creditors who made the novation with
not taken place PROVIDED the other knowledge of the firms dissolution
party is:
A) PREVIOUS CREDITOR and had EXTRAJUDUCIAL AND JUDICIAL
NO KNOWLEDGE or NOTICE of WINDING-UP
the dissolution OR
B) NOT a PREVIOUS CREDITOR, EXTRAJUDICIAL:
had NO KNOWLEDGE or 1. by the partners who have not
NOTICE and dissolution was wrongfully dissolved the partnership
NOT PUBLISHED 2. by the legal representative of the last
*→ if there was publication of the surviving partners
dissolution it is presumed he already
knows, regardless of actual knowledge on JUDICIAL:
non knowledge → under the control and direction of the
court, upon proper cause that is shown to the
WHEN is the PARTNERSHIP NOT BOUND court
1. new business with third parties who
are in bad faith *→ profits that will actually enter the firm
2. firm dissolved because UNLAWFUL after dissolution as a consequence of
except for acts of winding up transactions already made before dissolution
3. partner who acted became INSOLVENT are included because they are considered as
4. partner not authorized to wind up profits existing at the time of dissolution
EXCEPT if customer in good faith
*→ any other income earned after the time,
*→ if after dissolution, if a stranger will like interest or dividends on stock owned by
represent himself as a partner although he is the partners or partnership at the time of
not one he will be a partner by estoppel dissolution should not be distributed as
profits BUT as merely additional income to the
RULE: capital
*→ the dissolution of the partnership does not
itself discharge the “existing liability” of any BETTER RIGHTS of INNOCENT PARTNERS
partner → innocent partners have better rights than
→ NEED for an AGREEMENT BETWEEN guilty partners and that the guilty partners
1. partner concerned are required to indemnify for the damages
2. other partners caused
3. creditors
* RIGHT of INOCENT PARTNERS TO
RULE: CONTINUE the BUSINESS
PARTNERSHIP LAW- SUMMARY
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→ in essence this is a new partnership PREFERENCE with RESPECT to the

→ can use the same firm name ASSETS
→ can ask new members to join 1. regarding partnership property
BUT shall: for protection of guilty partners → partnership creditors have preference
1. give a BOND approved by the court
2. to PAY guilty partners his interests at 2. regarding individual properties of
the time of dissolution MINUS partners
DAMAGES → individual creditors are preferred

*→ a guilty partner who is EXCLUDED will be

indemnified against all present or future RULE if PARTNER is INSOLVENT
partnership liabilities - How INDIVIDUAL PROPERTY is
DISTRIBUTED
RIGHT TO GET CASH
→ in case on non-continuance of the ORDER OF PREFERENCE:
business, the interest of the partner should if 1. INDIVIDUAL or SEPARATE CREDITORS
he desires be given in cash 2. PARTNERSHIP CREDITORS
→ assets may be sold 3. those owing to other partners by way of
contribution
→ a guilty partner, in ascertaining the value of
his interest is not entitled to a proportional *When creditors of the dissolved
share of the value of GOOD WIL partnership are also creditors of the
partnership continuing business:
1. new partner is admitted without
RIGHTS OF INNOCENT PARTNERS IN CASE liquidation
of RESCISSION based on FRAUD AND 2. a partner retires and assigns his rights
MISREPRESENTATION IF the business is continued without
1. Right to LIEN or RETENTION → SURPLUS liquidation of the partnership affairs
→ CAPITAL 3. all but one partner retire without
→ ADVANCES liquidation
2. Right of SUBROGATION – as creditor 4. when all partner assign their right to a
3. Right of INDEMNIFICATION person who will assume their debt
5. after wrongful dissolution, remaining
*ORDER of PAYMENT in WINDING-UP of partners continue the business without
PARTNERSHIP LIABILITIES liquidation
GENERAL PARTNERSHIP: [C, R, C, P] 6. when partner expelled and remaining
1. those owing to “creditors” other than partners continue the business without
partners liquidation
2. those owing to “partners” other than for
capital or profits – REIMBURSEMENTS *→ liability of third person becoming a partner
3. those owing to partners in respect to in the partnership continuing the business to
CAPITAL the creditors of the dissolved partnership shall
4. those owing to partners in respect to be satisfied out of the partnership property
PROFITS ONLY
*→ IF the partnership assets are insufficient, G.R. – when a partner retires, he is entitled
the other partners must contribute more what is due him after liquidation BUT no
money or property liquidation is needed if there is already a
settlement at the date of dissolution
PARTNERSHIP LAW- SUMMARY
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*→ when our internal Revenue Code includes

JURISPRUDENCE “partnerships” among the entities subject to
the tax on “corporations”, said code which are
BASTIDA vs. MENZI not necessarily “partnerships” in the technical
*→ articles of association by which 2 or more sense of the term
persons obligate themselves to place in a
common fund any property, industry, or any *→ PARTNERSHIPS – includes a SYNDICATE,
of these things, in order to obtain profit, shall GROUP, POOL, JOINT VENTURE, or other
be COMMERCIAL unincorporated organization, through or by
the means of which any business, financial
BORJA vs. ADDISON operation, or venture is carried on
*→ a surviving husband may form a
partnership with the heirs of the deceased wife *→ a joint venture need not be undertaken in
for the management and control of the any of the standard forms,
community property or in conformity with the usual requirements
→ BUT in the absence of the formalities of the law on partnerships, in order that one
prescribed by the Civil Code, knowledge of the could be deemed constituted for purposes of
existence of the new partnership or the TAX on corporations
community of property must at least be
brought home to third persons dealing with PASCUAL vs. C.I.R.
the surviving husband in regard to the *→ co-ownership or co-possession does not
community real property in order to bind them itself establish a partnership, whether such
by the community agreement co-owners or co-possessors do or do not share
any profits made by the use of the property
KIEL vs. SABERT
*→ the declarations of one partner, not made *→ the sharing of gross returns does not itself
in the presence of his co-partner, are not establish a partnership, within the persons
competent to prove the existence of a sharing them have a joint or common right or
partnership between them as against such interest in any property from which the
partner returns are derived
*→ the existence of a partnership cannot be *→ aside from the circumstances of profit, the
established by general reputation, rumor or presence of other elements constituting
hearsay partnership is necessary, such as:
1. the clear intent to form a partnership
EVENGELISTA vs. C.I.R. 2. the existence of a juridical personality
*→ By the contract of partnership 2 or more different from that of the individual
persons bind themselves to contribute money, partners AND
property, or industry to a common fund, with 3. the freedom to transfer or assign any
the intention of dividing the profits among interest in the property by one with the
themselves consent of the others
ESSENTIAL ELEMENTS of a PARTNERSHIP *→ an isolated transaction whereby 2 or more
1. an agreement to CONTRIBUTE money, persons contribute funds to buy certain real
property, or industry to a COMMON estate for profit in the absence of other
FUND circumstances showing a contrary intention
2. intent to divide the profits among the cannot be considered a partnership
contracting parties
*→ persons who contribute property or funds
for a common enterprise and agree to share
PARTNERSHIP LAW- SUMMARY
 20

the gross returns of that enterprise in

proportion to their contribution, BUT who DUTERTE vs. RALLOS
severally retain the title to their respective *→ an agreement between 2 persons to
contribution, are not thereby rendered operate a cockpit, by which one is to
partners contribute his services and the other to
→ they have no common stock or capital provide the capital, the profits to be divided
and no community of interest as principal between them, constitutes a partnership
proprietors in the business itself which the
proceeds derived DELUAO vs. CASTEEL
*→ a contract of partnership to exploit a
*→ a joint purchase of land, by two does not fishpond pending its award to any qualified
constitute a co-partnership in respect thereto, party or applicant is VALID BUT a contract of
NOR does an agreement to share the profits partnership to divide the fishpond after such
and losses on the sale of land create a award is ILLEGAL
partnership
*→ one of the causes of dissolution is – any
*→ in order to constitute a PARTNERSHIP event which make it unlawful for the business
INTER SESE there must be: of the partnership to be carried on or for the
A) an intent to form the same members to carry it on in partnership
B) generally participating in both
profits and losses AND C.I.R. vs. SUTER
C) such a community of interest, as *→ a UNIVERSAL PARTNERSHIP requires
far as third persons are either that the object of the association be:
concerned as enables each party 1. all the present property of the partners
to make a contract, manage the as contributed by them to the common
business, and dispose of the fund OR
whole property 2. all that the partners may acquire by
their industry or work during the
*→ the common ownership of property does existence of the partnership
not itself create a partnership between the
owners, though they may use it for the *→ the subsequent marriage of the partners
purpose of making gains AND they may could not operate to dissolve the partnership
without becoming partners, agree among because it is not one of the causes provided
themselves as to the management and use of for dissolution by law with regards to limited
such property and the application of the partnerships
proceeds therefrom
*→ partnership has distinct and separate
*→ the sharing of returns does not in itself personality from that of its partners
establish a partnership within the persons
sharing therein have a joint or common right *→ a husband and wife may not enter into a
or interest in the property contract of general co-partnership/
→ there must be: UNIVERSAL partnership
1. clear intent to form a partnership
2. the existence of a juridical personality ACOAD vs. MABATO
different from the individual partners *→ a partnership may be constituted in any
AND form EXCEPT where immovable property or
3. the freedom of each party to transfer or real rights are contributed thereto, in which
assign the whole property case a public instrument shall be necessary
*→ A CONTRACT of PARTNERSHIP is VOID
PARTNERSHIP LAW- SUMMARY
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→ whenever immovable property is

contributed thereto, if “inventory” of said
property is not made, signed by the parties
and attached to the public instrument
EVANGELISTA vs. ABAD SANTOS
*→ an INDUSTRIAL PARTNER cannot engage
in BUSINESS FOR HIMSELF, UNLESS the
partnership expressly permits him to do so
→ IF HE SHOULD DO SO, the capitalist
partners may either:
1. EXCLUDE him from the firm
OR
2. AVAIL themselves of the benefits which
he may have obtained in violation of
this provision
→ with a right to DAMAGES in either case

*→ the prohibition against an industrial

partner engaging in business for himself seeks
to prevent any conflict of interest between the
industrial partner and the partnership and to
ensure faithful compliance by said partner
with his prostation

PARTNERSHIP LAW- SUMMARY