CHAPTER III – OF THE OBLIGATIONS OF PARTNERS TOWARD EACH OTHER, AND TOWARDS THIRD PERSONS
SECTION I – OF THE OBLIGATIONS OF PARTNERS TOWARDS EACH OTHER
Art. 19. A partnership entered into without specifying the time when said partnership is to begin, begins from the time that contract is made.
Art. 20. If there has been no agreement respecting the time the partnership is to last, it is supposed to have been entered into for the whole time of the life of the partners, under the modifications mentioned in the 54th article hereafter, or if the partnership be entered into for some affair the duration of which is limited, for the whole time said affair is to last.
Art. 21. The contract of partnership may depend upon conditions.
Art. 22. Every partner owes to the partnership all that he has promised to bring into the same.
When this proportion consists in a certain thing, and the partnership is deprived of the same, the partner is accountable for it towards the partnership, in the same manner as a seller is answerable towards the purchaser who buys from him.
Art. 23. The partner who promised to bring into the partnership a certain thing, is bound in case of eviction of it, in the same manner as a seller towards the purchaser who buys from him.
Art. 24. The partner who promised to put a sum of money into the partnership owes the interests of the same from the day when he was bound to pay said sum.
In the same manner he owes the interest on such sums as he may have taken out of the funds of the partnership, from the day he has received said sums.
Art. 25. The partners who have reciprocally bound themselves to bring into the partnership, their industry, owe the partnership an account of all the profits which every one of them has made by the kind of industry which is the object of said partnership.
Art. 26. When one of the partners is, for his own particular account, creditor of a person who is at the same time indebted unto the partnership for a debt of the same nature which is due likewise, the partner is bound to apply what he receives from said debtor to the discharge of what is due to the partnership and to him in the proportion of both debts, although by his receipt he should have applied the whole sum paid to what is due to him in particular.
Art. 27. When one of the partners has received his full share of what is due to the partnership, if the debtor has become insolvent since, the partner who has received his full share, is bound to return the same to the partnership, although he should have given a receipt for his own share.
Art. 28. Every partner is answerable to the partnership for the damages which the partnership may have suffered by his fault, without being able to compensate said damages by the profits which his industry might have produced in other affairs.
Art. 29. If the things, the enjoyment of which only has been put into the partnership, are certain and specified things which are not liable to be consumed by being used, they are at the risk of each partner.
If such tings be destroyed or grow worse by keeping them; if they were intended to be sold, if they were put into the partnership, according to an estimated value ascertained by an inventory, they are at the risk of the partnership; the partner in this last case is creditor only for the amount of the estimated value of those things.
Art. 30. A partner may be a creditor of the partnership not only for the sums which he has disbursed, but likewise for the obligations which he has entered into bona fide for the partnership, and for the risk inseperably connected with his administration.
Art. 31. When the act of partnership does not determine the share of each partner in the benefits or losses, the share of every one is in proportion to what he has put into the partnership.
Art. 32. If the partners have agreed to refer to one of them or to a third person for the regulation of the shares, this regulation cannot be annulled, unless it be by certain proofs that it is contrary to equity.
Art. 33. The agreement which gives to one of the partners the totality of the profits is null.
It is the same with a stipulation which would free from every share in the losses, the sums or effects put into the partnership by one or more of the partners.
Art. 34. The partner entrusted with the administration by the deed of partnership, may do against the will and in spite of the opposition of the other partners, all the acts which depend upon his administration, provided it be without fraud and for the good of the partnership,
This power cannot be revoked as long as the partnership lasts, without a lawful cause.
If the power of administering be posterior to the deed of partnership, it is a simple mandatory commission, susceptible of being revoked.
Art. 35. When several partners are entrusted with the administration, without their duties being pointed out, or when it is not expressed that one shall not be able to act without the other, they may do separately all the acts relating to said administration.
Art. 36. If it has been stipulated that one of the administrators shall not do any thing without the other, one alone cannot act, even when the other is prevented by sickness or otherwise from taking a part in the acts which relate to the administration, until there be a new agreement between the partners.
Art. 37. When there is no agreement respecting administration in the act of partnership, the following rules are adhered to:
1st, The partners are supposed to have given reciprocally to each other the power of administering one for the other. What one does is valid even for the share of his partners, without receiving their approbation; saving the right which they or every one of the partners has to oppose the operation before it be concluded.
2d, Every partner may make use of the things belonging to the partnership, provided he employs the same to the uses for which they are intended and he does not use them in such a manner as to prevent his partners from using them according to their rights or against the interest of the partnership.
3d, Every partner has a right to bind his partners to contribute with him to the expences which are necessary for the preservation of the things of the partnership.
4th, A partner can neither alter nor innovate any thing belonging to the partnership, without the consent of his partners, should even this innovation be advantageous to the partnership.
5th, In an ordinary commercial partnership, the things acquired during the partnership, by bargains signed such one & Co. belong to the partnership, whether the purchase was made out of the monies of the partnership or out of the monies of one of the partners. This last is only then a creditor of the partnership for the sum thus advanced.
6th, In other than commercial partnerships a partner cannot, as partner only, and if he has not the administration, alienate or engage the things which belong to the partnership.
Art. 38. Every partner may, without the consent of his partners, enter into a partnership with a third person for the share which he has in the partnership; but he cannot, without the consent of his partners, make him a partner in the original partnership, should he even have the administration of it.
He is responsible for the damages occasioned by this third person to the partnership, in the same manner as he answers for those he has occasioned himself according to the 28th article above.
Art. 39. In an ordinary commercial partnership, the things acquired by one partner for his particular account, do not enter into the partnership, although they were acquired during the partnership and out of the monies of the partnership, unless the thing bought belongs to the same branch of commerce which is carried on by the partnership, and it would have been to the interest of the partnership to make this purchase, in which case he may be compelled to bring back into the partnership the things thus acquired.
Art. 40. Every contract of partnership must contain the clause of referring to arbitrators respecting all disputes which may arise respecting the partnership; and if this clause has not been expressed, it is always understood.
SECTION II – OF THE OBLIGATIONS OF PARTNERS TOWARDS THIRD PERSONS
Art. 41. In an ordinary commercial partnership the following rules shall be observed respecting debts.
1st, Every one of the partners is bound in solido for the debts of the partnership.
2d, The debts of the partnership are those contracted by the person who had the power to bind all the partners in the name of the partnership.
3d, This power is presumed, when he who has contracted, was in the practice of contracting in the name of the partnership, under the eyes and with the knowledge of the partners, or when without being in this practice he has signed for the partnership although he should have been formerly excluded from the administration, by a clause of the contract of partnership provided nevertheless in this last case the act of the partnership had not been made public before the agreement entered into.
4th. The debt is still presumed contracted in the name of the partnership when the partner adds to the signature that he signs for the partnership and not otherwise. The partnership is bound by it, even when the debt has not turned to its advantage, unless by the nature of the contract it should appear that he had nothing to do with the affairs of the partnership.
Art. 42. In the corporate and special partnership the corporate and special partners are not bound by the debts of the partnership towards the creditors with whom the principal or known partner has contracted, they are bound only towards the principal and known partner who contracted the same, to wit: the special partner indefinitely for the share which he has in the partnership; and the corporate partner as far as the amount of the funds which he has put into the partnership.
Art. 43. In private it is otherwise than in commercial partnerships.
The partners are not bound in solido for the payment of the debts of the partnership; and no one can bind his partners if they have not given him the power so to do.
Art. 44. In those partnerships every one of the partners is bound towards the creditor for his virile share, although his share in the partnership was less, if the parties who contracted the debt did not explain themselves on the subject.
Art. 45. When the debt of any other but a commercial partnership, has been contracted only by one of the partners, the partner who contracted the same is answerable only to the creditor, although it should have been expressed that the debt was contracted on account of the partnership, both in his own name and in the name of his partner, unless it should be proved either that his partner had given him the power so to do, or that the debt has turned to the benefit of the partnership.