Article 968
The partners shall fulfill their capital contribution obligations in accordance with the agreed method, amount and payment period.
I. Purpose of this Article
This article is about the obligation of partners to make capital contributions.
II. Evolution of the Provisions
This article is derived from the original General Principles of the Civil Law. Article 30 of the original General Principles of the Civil Law stipulates that an individual partnership refers to two or more citizens who provide funds, goods, technology, etc., in partnership and work together in accordance with the agreement. Article 31 stipulates that a partner shall enter into a written agreement on the amount of capital contribution, distribution of surpluses, assumption of debts, entry into the partnership, withdrawal from the partnership, termination of the partnership, etc. Article 46 of the original Opinions on the General Principles of the Civil Law stipulates that a citizen who provides funds or goods in kind in accordance with the agreement and agrees to participate in the distribution of partnership surpluses, but does not participate in partnership operations or labor, or provides technical services without providing funds or in-kind but agrees to participate in the distribution of surpluses, shall be regarded as partners. Article 17 of the Partnership Enterprise Law stipulates that a partner shall fulfill the obligation of capital contribution in accordance with the method, amount and payment period agreed in the partnership agreement. In the process of compiling the Civil Code, the above-mentioned laws and judicial interpretations have been incorporated, and it has been further clarified that the partners may agree on the method, amount and payment period of capital contribution.
3. Interpretation of Provisions
This article regulates the obligation of partners to make capital contributions.
The capital contribution of the partners is the initial source of the partnership property. In the partnership contract, the partners shall stipulate the method, amount and delivery period of the partners' capital contributions, and perform the obligations of capital contributions. Each partner shall, in accordance with the agreement, invest in the partnership, and the investment property shall constitute the property basis of the partnership. Investment can be capital, equipment, property, or other usufruct rights, such as investment in the right to use construction land, land management rights, etc., and can be intellectual property rights, or technology. Once the partnership property is formed, the partnership can carry out business activities.
4. Cases
Case of dispute over partnership agreement between Fang and Chen
Facts: The plaintiff Fang and the defendant Chen signed an agreement, agreeing to jointly invest in the construction project of a certain company in partnership, and Chen was mainly responsible for the construction site. Later, the court made an effective judgment and ordered the company to pay Chen 11,554,699.23 yuan and the corresponding interest. Fang sued to confirm that the two parties were in partnership to undertake the project and to divide the partnership profits. The courts of first and second instance both held that the partnership agreement between Fang and Chen was legal and valid, but the existing evidence was insufficient to prove that Fang had fulfilled the obligation to make capital contributions, and all matters in the partnership were also handled by Chen, so in the construction process of the project involved in the case, the agreement was not actually performed, and the existing Fang's request to confirm the existence of a partnership between the two parties and divide the partnership profits was based on insufficient evidence, and the court did not support it.
5. Analysis
This case involves Article 968 of the Civil Code on the obligation of partners to make capital contributions. In this case, the focus of the dispute was whether Fang had fulfilled his obligation to contribute capital in accordance with the Agreement and whether he could request the division of the partnership profits. Pursuant to paragraph 1 of Article 968, the partners shall fulfill their obligations to make capital contributions in accordance with the agreed method, amount and payment period. In this case, although the agreement between Fang and Chen to contract the project involved in the case was legal and valid, the available evidence was not sufficient to prove that Fang had fulfilled the capital contribution obligation agreed in the agreement, so his claim for division of partnership profits should not be supported.