Paragraph First: Obligations of Partners

Article 856

Art. 856 - Each associate is debtor towards the others for everything he has promised to contribute to the company. In case of doubt, the associates are presumed to have undertaken to pay an equal contribution.

Article 857

Art. 857 - Each partner must deliver their contribution on the agreed-upon date and, if no deadline is set, immediately after the conclusion of the contract, except for the deadlines resulting from the nature of the thing or the distances. If one of the partners is in default of making their contribution, the other partners may have their exclusion pronounced, or compel them to execute their undertaking, without prejudice to damages, in both cases.

Article 858

Art. 858 - The associate who brings to the company one or more debts against third parties is not released until the day when the company receives payment of the sum for which these debts were brought to him; he is moreover responsible for damages and interest if the debt which he brings is not paid at maturity.

Article 859

Art. 859 - When the contribution consists of the ownership of a specific body determined by its individuality, the partner owes the other partners the same warranty as the seller, with regard to hidden defects and eviction of the thing. When the contribution consists only of the usufruct, the partner is bound by the same warranty as the lessor. The partner also guarantees the area, under the same conditions.

Article 860

Art. 860 - The associate who has undertaken to bring his industry is bound to provide the services he has promised, and must account for all the profits he has made, since the contract, by the kind of industry which is the subject of the company. He is not bound, however, except by stipulation to the contrary, to bring to the company the patents of invention obtained by him.

Article 861

Art. 861 - When the contribution perishes or deteriorates due to force majeure, after the contract but before actual or legal delivery, the following rules apply: a - If the contribution consists of cash or other fungible goods, or the enjoyment of a specified thing, the loss or deterioration is at the risk of the owner associate. b - If it consists of a specified thing whose ownership has been transferred to the company, the risks are borne by all the associates.

Article 862

Art. 862 - No partner is required to replenish their contribution in the event of a loss, except as provided in article 911, nor to increase it beyond the amount established by the contract.

Article 863

Art. 863 - An associate cannot offset the damages for which he is liable with the benefits that he would have procured for the company in another matter.

Article 864

Art. 864 - No other persons may be substituted in the execution of his commitments towards the company; he shall be liable, in all cases, for the acts and faults of the persons he substitutes or by whom he is assisted.

Article 865

Art. 865 - An associate cannot, without the consent of the other associates, carry out for his own account or for the account of a third party, operations analogous to those of the company, when such competition is likely to harm the interests of the company. In case of breach, the associates may at their choice claim damages or take for their own account the matters undertaken by the associate and have the profits realized by him paid to them, all without prejudice to the right to pursue the exclusion of the associate from the company. The associates lose the faculty of choice after the period of three months, and can no longer obtain damages, if applicable.

Article 866

Art. 866 - The provision of the preceding article is not applicable when, prior to their entry into the company, the partner had an interest in other similar enterprises, or was carrying out operations of the same kind with the knowledge of the other partners, and it was not stipulated that they should cease. The partner may not resort to the court to compel the partners to give their consent.

Article 867

Art. 867 - Every associate is required to exercise in the fulfillment of their obligations towards the company the same diligence they exercise in their own affairs; any failure to exercise such diligence constitutes a fault for which they are liable, and for which they must also account for the non-performance of the obligations arising from the articles of association, and for the abuse of the powers conferred upon them. They shall only be liable for force majeure when it has been caused by their own fault.

Article 868

Art. 868 - Every associate is accountable under the same conditions as a mandatory: 1) For all sums and valuables that he has taken from the common fund, for the common affairs; 2) For everything that he has received on behalf of the common fund, or on the occasion of the affairs which are the subject of the company; 3) And, in general, for all management exercised by him on behalf of the common fund. Any clause that would exempt an associate from the obligation to render account is void.