1896ja Book3 Chapter02 Title12

JAPANESE CIVIL CODE OF 1896

• Based on the English Translation by: J. E. de Becker (1909 – 1910). Annotated Civil Code of Japan. London: Butterworth & Co. [Available on Google Books and Archive.org: Volume 1, Volume 2, Volume 3, Volume 4]
• "INDEX TO ARTICLES" in his another work offers additional information: J. E. de Becker (1921). The Principles and Practice of Civil Code of Japan. London: Butterworth & Co. [Available on Archive.org]
• Original Version in Japanese.

BOOK III. OBLIGATIONS (or CLAIMS).

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Chapter II. Contracts.

Title XII. Partnership or "Association" (Societas).

Article 667.

• [I] A contract of partnership takes effect when each of the parties concerned agrees to make a contribution and to carry on a common undertaking.
• [II] A contribution may also consist of services to be rendered.

《References by de Becker》

• (In reference vide Art. 622; also Arts. 705 and 706 (3) of the German Civil Code.)

Article 668.

• The contributions of the partners and the other property of a partnership are the common property of all the partners.

《References by de Becker》

• (In reference vide Art. 667, Art. 668 Paragraph 2, Arts. 249 - 264 and Arts. 427 - 429; also Arts. 706 (2) and 718 of the German Civil Code.)

Article 669.

• In case money is made the subject-matter of a contribution, a partner who has failed to make such contribution is bound to compensate damages as well as to pay interest.

《References by de Becker》

• (In reference vide Arts. 404 and 418.)

Article 670.

• [I] The management of the affairs of the partnership is decided by a majority of the partners.
• [II] If several persons are charged with the management of affairs by the contract of partnership, it is decided by a majority of such persons.
• [III] The ordinary affairs of the partnership may be freely dealt with by each partner or each managing partner notwithstanding the provisions of the preceding two Paragraphs; except the other partners or managing partners have raised objection prior to its accomplishment.

《References by de Becker》

• (In reference vide Art. 667; also Arts. 709 and 710 of the German Civil Code.)

Article 671.

• The provisions of Arts. 644 to 650 apply correspondingly to partners who manage the affairs of the partnership.

《References by de Becker》

• (In reference vide Arts. 644 - 650; also Arts. 708 and 713 of the German Civil Code.)

Article 672.

• [I] When one or several partners are entrusted with the management of affairs by the partnership contract, such partner or partners may not resign or be discharged except for a proper reason.
• [II] When he or they are to be discharged for a proper reason, the unanimous agreement of the other partners is required.

《References by de Becker》

• (In reference vide Art. 651; also Art. 712 of the German Civil Code.)

Article 673.

• Each partner may examine into the affairs of the partnership and the condition of its properties even though he is not entitled to manage the affairs of the partnership.

《References by de Becker》

• (In reference vide Arts. 667 and 670 ; also Art. 716 of the German Civil Code.)

Article 674.

• [I] When the parties have not fixed the rate at which the profits and losses are to be divided among them, the rate is determined in proportion to the value of the contribution of each partner.
• [II] When the rate of distribution is determined as regards the profits or the losses only, the rate is presumed to be common to both the profits and losses.

《References by de Becker》

• (In reference vide Art. 667; also Art. 772 of the German Civil Code.)

Article 675.

• The creditors of a partnership may exercise their rights against each partner for an equal part provided that they had no knowledge at the time of the formation of their obligations of the respective shares of the partners in the losses.

《References by de Becker》

• (In reference vide Art. 427; also Art. 735 of the German Civil Code.)

Article 676.

• [I] When a partner has disposed of his share in the property of the partnership, such disposal can not be set up against the partnership or third persons who have transacted business with the partnership.
• [II] A partner cannot demand partition of the property of the partnership previous to liquidation.

《References by de Becker》

• (In reference vide Arts. 668, 251, 256, 257 and 264; also Art. 719 (1) of the German Civil Code.)

Article 677.

• The debtors of a partnership cannot set off their obligations to the partnership against obligations in their favour against any of the partners.

《References by de Becker》

• (In reference vide Art. 505 e seq.; also Art. 719 (2) of the German Civil Code.)

Article 678.

• [I] When the duration of a partnership is not fixed by the contract of partnership, or when it is provided that it shall exist during the life-time of one of the partners, each partner may withdraw at any time. He may not, however, do so at a time disadvantageous to the partnership unless for some unavoidable cause.
• [II] Even when the duration of a partnership is fixed, each partner may withdraw therefrom, should there be an unavoidable cause.

《References by de Becker》

• (In reference vide Art. 540; also Arts. 723, 724 and 736 of the German Civil Code.)

Article 679.

• Besides the cases preceding Article, a partner is mentioned removed in the from the partnership for any of the following causes:
• (1) Death;
• (2) Bankruptcy;
• (3) Incompetency;
• (4) Expulsion.

《References by de Becker》

• (In reference vide Art. 680; also Arts. 727, 728, and 736 of the German Civil Code.)

Article 680.

• The expulsion of a partner can be effected only when there is a legitimate cause and with the unanimous consent of all the other partners. But expulsion cannot be set up against the expelled partner so long as the latter is not notified thereof.

《References by de Becker》

• (In reference vide Art. 737 of the German Civil Code.)

Article 681.

• [I] Accounts between a partner who has withdrawn and the other partners must be settled according to the actual condition of the partnership property at the time of withdrawal.
• [II] The share of the partner who has withdrawn may be repaid in money without any regard to the nature of his contribution.
• [III] As regards matters not yet concluded at the time of the withdrawal accounts may be made up subsequent to their conclusion.

《References by de Becker》

• (In reference vide Arts. 667, 668, 674, 676, 678, 679 and Art. 688 Paragraph 2; also Arts. 738, 739 and 740 of the German Civil Code.)

Article 682.

• A partnership is dissolved by the accomplishment, or the impossibility of accomplishment, of the undertaking which forms its object.

《References by de Becker》

• (In reference vide Art. 667; also Art. 726 of the German Civil Code.)

Article 683.

• Each and every partner may demand the dissolution of a partnership when any unavoidable cause Occurs.

《References by de Becker》

• (In reference vide Art. 678; also Art. 723 of the German Civil Code.)

Article 684.

• The provisions of Art . 620 apply correspondingly to contracts of partnership.

《References by de Becker》

• (In reference vide Arts. 545 and 620.)

Article 685.

• [I] When a partnership is dissolved the liquidation of its affairs is carried on either by all the partners in common or by persons selected and appointed by them for that purpose.
• [II] The liquidators are selected and appointed by an absolute majority of all the partners.

《References by de Becker》

• (In reference vide Arts. 74 and 75; also Art. 730 of the German Civil Code.)

Article 686.

• When there are several liquidators, the provisions of Art. 670 apply correspondingly.

《References by de Becker》

• (In reference vide Art . 670.)

Article 687.

• In case the liquidators are selected and appointed by the contract of partnership from among the partners, the provisions of Art. 672 apply correspondingly.

《References by de Becker》

• (In reference vide Art. 672.)

Article 688.

• [I] As regards the functions and powers of the liquidators the provisions of Art. 78 apply correspondingly.
• [II] The remaining assets are to be distributed among the partners in proportion to the value of the contribution of each partner.

《References by de Becker》

• (In reference vide Arts. 78, 668, 256 et seq.; also Art. 734 of the German Civil Code.)