If there is no agreement to the contrary, in case of an imminent loss of the business of the partnership, any partner who refuses to contribute an additional share to the capital, except an industrial partner, to save the venture, shall be obliged to sell his interest to the other partners.
Obligation of capitalists partner to contribute additional capital.
As a general rule, a capitalist partner is not bound to contribute to the partnership more than what he agreed to contribute.
In case, however, of an imminent loss of the business, and there is no agreement to the contrary, he is under obligation to contribute an additional share to save the venture, If he refuses to contribute, he shall be obliged to sell his interest to the other partner.
Requisites for application of rule.
The following are the requites before a capitalist partner may be obliged to sell his interest to the others:
- There is an imminent loss of the business of the partnership;
- The majority of the capitalist partners are of the opinion that an additional contribution to yhe common fund would save the business;
- The capitalist partner refuses (deliberately not because of his financial inability to do so) to contribute an additional share to the capital; and
- There is no agreement that even in case of an imminent loss of the business the partners are not obliged to contribute.
It is to be noted that the industrial partner is exempted from the requirements to contributed his entire industry, he can do nothing further.
Reason for the sanction.
The refusal of the partner to contribute his additional share reflects his lack of interest in the continuance of the partnership.
It would be unjust for him to remain and reap the benefits of the efforts of the others while he himself refuses to help. Hence, the law provides a remedy which, incidentally, is just to both parties since the partner who refuses to contribute ia paid the value of his interest while the other partners are thereby relieved from the burden of continuing their association with him in the business.
[ Ayon po sa aking pagkakaunawa, kung walang kasunduan sa kabaligtaran sa kaso ng isang napipintong pagkawala ng negosyong samahan, ang sinumang kapareha na tumanggi magbigay ng karagdagang bahagi sa kapital, maliban sa isang kasosyo sa industriya, upang makatipid ang pakikipagsapalaran ay dapat na ibenta ang kanyang interes sa iba pang mga kasosyo. ]
Case sample :
MM is a capitalist partner who need to contribute additional funds to save the partnership.AA is the industrial partner who need not to do so because he has already given 100% of his efforts if MM is willing but not financially capable.
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