- Statute
- Civil Code
- Article
- Art. 1813
- Topic
- Obligations of the Partners
- Status
- In force
- Book
- BOOK IV Obligations and Contracts
- Title
- TITLE IX PARTNERSHIP
- Chapter
- CHAPTER 2 Obligations of the Partners
- Year
- 1949
- Cited by
- A Supreme Court decision
The provision
A conveyance by a partner of his whole interest in the partnership does not of itself dissolve the partnership, or, as against the other partners in the absence of agreement, entitle the assignee, during the continuance of the partnership, to interfere in the management or administration of the partnership business or affairs, or to require any information or account of partnership transactions, or to inspect the partnership books; but it merely entitles the assignee to receive in accordance with his contract the profits to which the assigning partner would otherwise be entitled. However, in case of fraud in the management of the partnership, the assignee may avail himself of the usual remedies. In case of a dissolution of the partnership, the assignee is entitled to receive his assignor's interest and may require an account from the date only of the last account agreed to by all the partners. (n)
Intellegal Wiki · In plain terms
A partner who transfers his whole partnership interest to an outsider does not by that act dissolve the partnership, and the buyer normally cannot join management, demand information or accounts, or inspect the books. The assignee is entitled only to the profits the transferring partner would have received. If there is fraud in management he may use the usual remedies, and on dissolution he may claim that partner's interest and demand an account from the last agreed accounting.
An editorially maintained plain-language explanation of this provision — not legal advice.
Cases applying this article
- Josefina P. Realubit v. Prosencio D. Jaso G.R. No. 178782