Section 1053.- No restriction of the power of a member of a non-registered partnership to bind the other partners can have effect with respect to third persons.

 

Section 1054.- A person who by words spoken or written, or by conduct, or by consenting to the use of his name in the firm name of the partnership, represents himself, or who knowingly suffers himself to be represented as a member of a partnership becomes liable to third persons as a partner for all the obligations of the partnership.

If after the death of a partner the partnership business is continued in the old firm name, the continued use of that name or of the name of the deceased partner, as part thereof, does not in itself make his estate liable for any obligations incurred by the partnership after his death.

 

PART IV

DISSOLUTION AND LIQUIDATION OF ORDINARY PARTNERSHIPS

 

Section 1055.- An ordinary partnership is dissolved:

                  (1) In the cases, if any, provided by the contract of partnership ;

                  (2) If made for a definite period of time, by the expiration of such period ;

                  (3) If made for a single undertaking, by the termination of such undertaking ;

                  (4) By any of the partners giving to the other partners due notice as provided by Section 1056 ;

                  (5) By the death of any partner or by any partner becoming bankrupt or incapacitated.

 

Section 1056.- If a partnership is entered upon for any indefinite period, it can only be terminated by a partner at the end of a financial year of the partnership ; and such partner must give at least six month’s notice of his intention to terminate.

 

Section 1057.- An ordinary partnership may also be dissolved by the Court on application by a partner in any of the following cases :

                  (1) When a partner, other than the partner suing, wilfully or by gross negligence violatesany essential obligation imposed upon him by the partnership contract ;

                  (2) When the business of the partnership can only be carried on at a loss and there is no prospect of its fortunes being retrieved ;

                  (3) When there is any other cause making the continuance of the partnership an impossibility.

 

Section 1058.- Upon the occurrence of any event connected with one partner which according to Section 1057 or Section 1067 entitles the remaining partners to demand the dissolution of the partnership, the Court may upon the application of the remaining partners instead of such dissolution order the expulsion of the partner in question.

For the purpose of the division of property between the partnership and the expelled partner, the partnership property must be assessed at the value at which it stood at the time when the application for the expulsion was first made.