1.) Dielle, Karlo and Una are general partners in a merchandising firm. Having contributed equal amounts to the capital, they also agree on equal distribution of whatever net profit is realized per fiscal period. After two years of operation, however, Una conveys her whole interest in the partnership to Justine, without the knowledge and consent of Dielle and Karlo. 1. Is the partnership dissolved? 2. What are the rights of Justine, if any, should she desire to participate in the management of the partnership and in the distribution of a net profit of P360,000.00 which was realized after her purchase of Una’s interest?
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No, a conveyance by a partner of his whole interest in a partnership does not of itself dissolve the partnership in the absence of an (Art.1813)
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Justine cannot interfere or participate in the management or administration of the partnership business or She may, however, receive the net profits to which Una would have otherwise been entitled. In this case, P120, 000. (Art. 1813)