Business Law: Partner Relationships in Entrepreneurship
Factor-Dependent Partners
Entrepreneurs often collaborate with partners to develop their businesses. Factor-dependent partners act as authorized agents of the employer, similar to a gerente. According to Article 281 of the Commercial Code, “The merchant may appoint attorneys or general or special agents to conduct business in their name and on their account, in whole or in part, or to assist them in it.” This role should not be confused with management. The manager always acts on behalf of the employer and is not considered an entrepreneur themselves. The factor contributes to the entrepreneurial activity.
According to Article 282 of the Commercial Code, “The agent must have the capacity to be bound under this Code and to the person on whose behalf they conduct business.” The employer must assign and empower the factor, and this power must be registered in the Commercial Registry to be effective against third parties. The power must be granted in a deed, and the factor must explicitly state they are acting under this power.
Article 286 of the Commercial Code states: “Contracts entered into by the factor of a facility or manufacturing or commercial enterprise, when it belongs to a known firm or partnership, shall be made on account of the owner of the company or society, even if the factor has not expressed it at the time of celebration, or alleged breach of trust, violations of powers, or appropriation by the factor in the contract, provided that these contracts fall on objects included in the draft and traffic of the facility, or if, although of a different nature, it appears that the factor acted by order of their principal, or that it was adopted by their management in express terms or by positive acts.”
According to Article 287 of the Commercial Code, “The contract made by a factor in their own name binds them directly to the person with whom it has been made, but if the negotiation has been made on account of the principal, the other contracting party shall direct their action against either the principal or the factor.” The factor acts as a partner of the employer, provided they are an employee. If the factor acts on behalf of the employer, the effects fall on the employer. However, if the factor acts on their own behalf without indicating they are acting for the employer, they are bound by the contract with the third party.
As a partner of the employer, Article 288 of the Commercial Code states: “Factors cannot trade on their own particular interest, in their own name or in negotiations outside of the same kind they make on behalf of their principal, unless expressly authorized to do so. If they negotiate without this authorization, the profits of the negotiation are for the principal and the losses to the factor. If the principal has granted the factor permission to operate on their own or in association with others, they do not have the right to participate in profits or losses. If the principal participates in any operation, they shall participate in the profits thereof, unless otherwise agreed, provided they furnish capital, and if not furnishing capital, they are considered an industrial partner.”
Article 291 of the Commercial Code states: “The acts and contracts executed by the factor shall be valid with respect to their principal, provided that they predate the time when news reached them through legitimate means of the revocation of the powers or disposal of the establishment. They shall also be valid in relation to others, until the revocation of powers has complied with the requirements of Section 6 of Article 21.”
Dependent Partners
According to Article 292 of the Commercial Code, “Traders may instruct others, in addition to the factors, to consistently perform on their behalf and on their own, in one or more of their own traffic efforts, under written or oral agreement, to include in their regulations, the companies and notifying individuals by public notices or by means of circulars to their correspondents. The actions of these subsidiaries or agents shall not require unique operations but rather those of the branch that was entrusted to them.”
According to Article 293 of the Commercial Code, “The provisions of the preceding article shall also apply to young men who are authorized to govern a commercial transaction or any part of the spin and the main traffic.” Note: the employer-employee (Mancebo) serves a particular establishment.
Independent Agents
An independent agent is an independent entrepreneur whose business involves working with other entrepreneurs. The purpose of this activity is the promotion and termination of operations for the main employer.