Article 1828. The dissolution of a partnership is the change in the relation of the partners caused by any partner ceasing to be associated in the carrying on as distinguished from the winding up of the business. (n) Article 1829. On dissolution the partnership is not terminated, but continues until the winding up of partnership affairs is completed. (n) Article 1830. Dissolution is caused: (1) Without violation of the agreement between the partners: (a) By the termination of the definite term or particular undertaking specified in the agreement; (b) By the express will of any partner, who must act in good faith, when no definite term or particular is specified; (c) By the express will of all the partners who have not assigned their interests or suffered them to be charged for their separate debts, either before or after the termination of any specified term or particular undertaking; (d) By the expulsion of any partner from the business bona fide in accordance with such a power conferred by the agreement between the partners; (2) In contravention of the agreement between the partners, where the circumstances do not permit a dissolution under any other provision of this article, by the express will of any partner at any time; (3) By any event which makes it unlawful for the business of the partnership to be carried on or for the members to carry it on in partnership; (4) When a specific thing which a partner had promised to contribute to the partnership, perishes before the delivery; in any case by the loss of the thing, when the partner who contributed it having reserved the ownership thereof, has only transferred to the partnership the use or enjoyment of the same; but the partnership shall not be dissolved by the loss of the thing when it occurs after the partnership has acquired the ownership thereof; (5) By the death of any partner; (6) By the insolvency of any partner or of the partnership; (7) By the civil interdiction of any partner; (8) By decree of court under the following article. (1700a and 1701a) A partner questions the right of another to withdraw from the partnership. Facts: A brought an action for withdrawal of his capital contribution from the partnership formed by him and B, which could mean its dissolution because the partnership was for a definite term. Issue: In impugning As right to maintain the suit, B cited Articles 1808 and 1830 and As alleged bad faith. Held: Article 1808 only requires the capitalist partner (who violates the prohibition against engaging for his own account in any operation which is of the kind of business in which the partnership is engaged) to bring to the common fund of the partnership, profits he might have realized. (2nd par.) It does not prevent him from withdrawing from the partnership. (Lee Tee vs. Ching Chiong, [C.A.] No. 14712-R, July 7, 1958.) The intention to dissolve the partnership is shown by acts and words of the partners. Facts: A and B formed a partnership to exploit a fishpond and thereafter to divide it between them into two equal parts. Succeeding events reveal the intent of both parties to terminate the partnership by refusing to share the fishpond with the other in direct violation of the undertaking for which they have established their partnership which resolution they articulated in letters to each other.Issue: Should the partnership be considered dissolved? Held: Yes. Both A and B must be deemed to have expressly withdrawn from the partnership, thereby causing its dissolution pursuant to Article 1830(2) which provides, inter alia, that dissolution is caused by the express will of any partner at any time. (Deluao vs. Casteel, 26 SCRA 475 [1968].) J is a partner in a law firm. Later on, J is appointed Judge of the Regional Trial Court. Under the law, a Judge of the Regional Trial Court is prohibited from engaging in the practice of law. In this case, it would be unlawful for J to continue as a partner in the law firm. His appointment dissolves the partnership of which he is a member. Contracts of partnership are necessarily dissolved by a state of war between the countries where the respective parties are citizens or where they become alien enemies, or by a civil war, since in both cases commercial intercourse is rendered unlawful between the partners belonging to opposing sides. This rule is based upon consideration of public policy, and is not affected by the intention of the parties. (see 40 Am. Jur. 307.)

The widow of a deceased, who became the new partner in accordance with the articles of partnership, sold partnership property after she was authorized by the surviving partner to manage the affairs of the partnership which was engaged in the real estate business. Facts: A, a partner in a partnership engaged in the real estate business, died. The articles of partnership expressly stipulates that in the event of the death of any of the partners, the firm shall not be dissolved but will have to be continued and the deceased partner shall be represented by his heirs or assignee in said partnership. B, the widow of A, sought authority, and was authorized by C, the surviving partner, to manage the partnership property. Subsequently, B sold lands belonging to the partnership. Now, C questions the validity of the sale, claiming that B never became more than a limited partner, thus, incapacitated by law to manage the affairs of the partnership. Issues: (1) Is B a general or a limited partner? (2) Is the sale valid?Held: (1) B is a general partner. By seeking authority to manage partnership property, B showed that she desired to be considered a general partner. By authorizing B to manage partnership property (which a limited partner could not be authorized to do), C recognized her as such partner, and s in estoppel to deny her position as a general partner with authority to administer and alienate partnership property. While the heir ordinarily becomes a limited partner for his own protection, he may disregard it and instead elect to become a general partner as B in this case did. Furthermore, the contractual stipulation in the articles of partnership contemplates that the heirs would become general partners rather than limited partners. The partnership certainly could not be continued if it were to be converted into a limited partnership, since the difference between the two kinds of association is fundamental (see Art. 1843, Chapter 4.); and especially because the conversion into a limited association would leave the heirs of the deceased partner without a share in the management. The stipulation, however, would not bind the heirs of the deceased partner should they refuse to assume personal and unlimited responsibility for the obligations of the firm. (2) B had authority to sell the real estate of the firm. When the partnership business is to deal in real estate, i.e., to buy and sell real estate, as in the present case, one partner has ample authority as a general agent of the firm to enter into a contract for the sale of real estate. It must also be remembered that a third person has a right to presume that a general partner dealing with partnership property in pursuance of partnership purpose has the requisite authority from his co-partners. (Goquiolay vs. Sycip, 9 SCRA 663 [1963], Resolution of Motion for Reconsideration.)Article 1831. On application by or for a partner the court shall decree a dissolution whenever: (1) A partner has been declared insane in any judicial proceeding or is shown to be of unsound mind; (2) A partner becomes in any other way incapable of performing his part of the partnership contract; 3) A partner has been guilty of such conduct as tends to affect prejudicially the carrying on of the business; (4) A partner wilfully or persistently commits a breach of the partnership agreement, or otherwise so conducts himself in matters relating to the partnership business that it is not reasonably practicable to carry on the business in partnership with him; (5) The business of the partnership can only be carried on at a loss; (6) Other circumstances render a dissolution equitable. On the application of the purchaser of a partner's interest under article 1813 or 1814: (1) After the termination of the specified term or particular undertaking; (2) At any time if the partnership was a partnership at will when the interest was assigned or when the charging order was issued. (n)

In an action for damages against the managing partner by reason of fraudulent administration, liquidation is not prayed for. Facts: A fi led a complaint against B for damages allegedly suffered by him by reason of the fraudulent administration by B of a partnership of which A, B, and C are members. It is not alleged in the complaint that a liquidation of the partnership has been effected nor is it prayed that it be made. Issue: Is there reason or cause for A to institute the action which he claims from the managing partner B? Held: None. The complaint of A does not contain sufficient facts to constitute a cause of action. For the purpose of adjudicating to A damages which he alleges to have suffered as a partner as a result of the fraudulent management of the partnership, it is first necessary that a liquidation of the business thereof be made to the end that the profits and losses may be known, and the causes of the latter and the responsibility of the managing partner, as well as the damages which each partner may have suffered, may be determined. (Soncuya vs. De Luna, 67 Phil. 646 [1939].) A, B, and C formed a partnership to continue for a term of five (5) years. On the third year, C sold his entire interest to D. Under Article 1813, such conveyance does not dissolve the partnership, and D does not become a partner, his only right being to receive the profi ts to which C would otherwise be entitled. Hence, D cannot ask for judicial dissolution of the partnership. However, if after the fifth year, the partnership is continued, D is entitled to ask for judicial dissolution. The partnership as continued may or may not be a partnership at will. Suppose now, after the fifth year, the partnership was continued by the partners without any express agreement, becoming a partnership at will. (see Art. 1785.) If Cs interest as purchased by D or a charging order was issued against C in favor of D, his judgment creditor, as provided in Article 1814, when the partnership was already a partnership at will, D, at any time, may ask for judicial dissolution. Note that the rule in Article 1831 (par. 2[2].) applies only if in continuing the business, a partnership at will is created, or the partnership is a partnership at will from the beginning.Article 1832. Except so far as may be necessary to wind up partnership affairs or to complete transactions begun but not then finished, dissolution terminates all authority of any partner to act for the partnership: (1) With respect to the partners, (a) When the dissolution is not by the act, insolvency or death of a partner; or (b) When the dissolution is by such act, insolvency or death of a partner, in cases where article 1833 so requires; (2) With respect to persons not partners, as declared in article 1834. (n) A, B, and C were partners in X & Co. The term of existence of the partnership as fixed in the articles of partnership expired yesterday. Therefore, it was dissolved. Here, the dissolution was caused not by the act, insolvency, or death of a partner. If today A enters into a new transaction (not necessarily for winding up or to complete a transaction begun but not yet finished) with D, he (A) alone assumes whatever liability may arise under the contract because his authority to act for the partnership X & Co. as to bind B and C terminated as of yesterday, when the partnership was dissolved. If the partnership is liable to D under Article 1834, B and C are entitled to indemnity from A.