Article 1012: Partnership / company contract, definition

Décisions de la Cour suprême interprétant cette section

1. Arrêt de la Cour suprême n° 15105/2558 (2015) ★ Monument

   A partnership under section 1012 requires a clear agreement to unite for a common undertaking with a view to sharing the profits derived from it. Children helping at their parents' shops, drawing money when in need, or passing some income to a parent, is a family relationship between parents and children and does not create an unregistered ordinary partnership by implication.

   The plaintiffs and the defendant were children of K. and Ch., who had run two shops since B.E. 2475 and B.E. 2494. The children helped at the shops when they had time and sent money to support their parents, while the parents supported all the children; the parents never divided the profits among them, though a child in difficulty could ask to draw money. The Court held there was nothing to show clearly that the parents had agreed with the children that the children contributed labour as capital and would share profits, or how losses would fall, so no unregistered ordinary partnership arose by implication. The plaintiffs were therefore not partners and could not sue to dissolve the shops or claim a share of the profits earned while K. was alive.

   Lire la décision complète (deka.in.th)

2. Arrêt de la Cour suprême n° 7148/2542 (1999)

   A fixed return on capital that does not vary with actual profit is not profit-sharing and does not constitute a partnership contract.

   A partner is entitled to a share of profits actually generated from the partnership's activity. Where the parties agreed to pay a fixed percentage of capital investment monthly regardless of whether profit was actually made, this was not a share of profit and the arrangement was not a partnership.

   Lire la décision complète (deka.in.th)

3. Arrêt de la Cour suprême n° 4749/2559 (2016)

   A joint-operation arrangement with profit sharing in agreed proportions constitutes a partnership contract under Section 1012 regardless of which party contributes capital and which manages operations.

   A joint-operation agreement between the plaintiff and defendant for the sale of laterite from disputed land: where the defendant invested capital and received 40% of proceeds, and the plaintiff managed operations receiving 60%: constituted a partnership under Section 1012.

   Lire la décision complète (deka.in.th)

Curated decisions with case numbers verified against the Supreme Court database. English renderings are the firm's editorial translation for study.