c. Partnership by Estoppel

Exception

Partnership by estoppel (Art. 1825 ¹) [see Section (f) below]

Partnership by estoppel, defined

Either by words or conduct, a person does any of the following:

• Directly represents himself to anyone as a partner in an existing partnership or in a nonexisting partnership
• Indirectly represents himself by consenting to another representing him as a partner in an existing partnership or in a non-existing partnership

When a person has been thus represented to be a partner in an existing partnership, or with one or more persons who are not actually partners, he is an agent of the persons consenting to such representation in order to bind them to the same extent and in the same manner as though he were a partner in fact (Art. 1825)².

Elements to establish liability as a partner on the ground of estoppel:

• Defendant, by words or conduct, represented himself as a partner or consented to another’s representation of him as a partner;
• The claimant gave credit to the actual or apparent partnership on the faith of the representation. If the representation was made publicly, it need not have been communicated to the person who, on the faith of the representation, gave credit to the actual or apparent partnership.

Kinds of Partnership – Civil Code, Articles 1776- 1785³