Legal Representation and Partnership Contract Fundamentals

Legal Representation and Agency

The act executed by the representative shall fall under and be the responsibility of the principal. In order for this to occur, it is necessary that a power of attorney is previously granted to the representative.

Voluntary vs. Legal Representation

• In a voluntary representation, it is the principal who entrusts the representative to carry out acts of the law in his name and on his behalf.
• In a legal representation, the law appoints someone to represent another person, without taking into account the will of the person represented. Furthermore, the law defines the powers of the representative.

The Mandate Contract

A mandate is a contract through which one party, the mandatory, assumes the obligation to perform an act with legal implications for the account or at the request of another, the mandator. The mandate is the collaboration contract for excellence.

In case any other collaboration contract is concluded and it does not provide for a particular aspect of the relation, the rules regarding the contract of mandate can be applied.

Partnership Agreements

Characteristics of Partnership

The partnership contract is an agreement that produces juridical bounds and gives rise to a long-lasting entity. There is a relation of trust between the partners. Partners must have a lawful object and must be established for the common interest of the parties. In part, it is made for profit. The operation is an onerous contract.

Legal Personality

Partnerships have legal personality as long as their existence as an independent entity, different from the partners, is public or known to third parties.

Irregular Partnerships

These are those which do not have legal personality because of defects in the form or constitution.

The Partnership Agreement

This is the agreement in which the partners express their intention to constitute a long-lasting entity to carry out an activity and share the profits thereof, purpose the make the necessary contribution.

Management of the Partnership

This leaves to the parties the setting up of rules regarding the manner in which the partnership should be managed. It might be that the partners appoint one or several managers in the partnership agreement.

Donation Contract

A donation is a contract by which the owner of one or several things, the donor, transfers the title and possession thereof to another person, the donee, without receiving anything in exchange (Art 618 CC).