Contract: Assume Rights And Obligations

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Contract: Assume rights and obligations

Introduction

In what corresponds to the link with the third parties and responsibilities, article 447 indicates that “each member of the consortium is linked individually with third parties in the performance of the operation that corresponds to it in the consortium, acquiring rights and assuming obligations and responsibilities toparticular title. When the consortium agrees with third parties, the commitment will be supportive between the members of the consortium only if it is agreed in the contract or the law provided.

Developing

On the participation systems, article 448 of the General Companies Law states that “the contract must establish the regime and participation systems in the consortium results;If not, it will be understood that it is equally ”. In principle we will say that the Peruvian legislator has not included the Joint Venture within the General Societies Law, we will make an important reference to this type of contract. It is appropriate to indicate that these types of contracts are the so -called atypical contracts. 

As Miranda Canales points out that are those that lack location in the substantive legal system, because the economic relations of man, intense and varied, create legal situations not provided by the legislator. The main objective of the Joint Venture is to combine resources and capital to operate a business entity with common interests of property, management and distribution of profits and, also, eventual losses. 

With technology and globalization the 21st century, the phenomenon spread rapidly and obtained the interest of the big brands. In the first place we can express, in Barbieri’s words, that the Join Venture is a combination of efforts between two or more economic agents in order to develop a respective commercial project;A wills agreement is configured in which the functions that each of the component subjects will fulfill are stipulated. 

The risks that are assumed and the way in which they are supported, the way in which the benefits and issues on the responsibility for the damages caused to third parties are distributed. It is also defined as society in participation, temporary society, business association, temporary business association, company temporary union. This contract is also known as “shared risk’. And it has as peculiarity that two or more natural or legal persons, make this contract.

This contract in order to carry out a specific economic prescription, is to indicate perpetrating an exercise together, taking the risk concerning and delight of its benefits, for a certain time, without the obligation to constitute a society or legal person. The class of this contract is the common objective of the parties, where management is determined by two or more entrepreneurs without the effort to create a society.The shared commitment contract is a contractual tool.

That alleges the hardship of congregating capitals in search of profitability and correlative decrease in danger, in which the parties join with a co -participation trial that assumes the most different forms and nuances. The parties pay to achieve the matter of the contractible or intangible active contract that must be exploited only in view to finally indicated. These contracts are perfected with the consensus of the parties in the basis for the good faith agreed.

And they can rise to public deed and register in public records, when the parties have agreed to constitute a particular society for this purpose. The superiority that is recognized to these contracts is to be used for unlimited integrity of projects and investments, in the different areas of mining, hydrocarbons, fishing, navigation, industries and commercial companies in general. Joint Venture is a very beneficial business modality for companies that are associated. 

They combine their resources, their knowledge and economic risk is much less than if they did it separately. There are many examples of successful joint venture, both internationally and in the national. Let’s look at a success case;Example: McDonald’s and Coca Cola. Both are well known. Haven’t you wondered why there is never Pepsi in McDonald’s? This is due to a union that occurred in 1955. In this year the fast food franchise begins to expand in the United States.

Since then, both companies have understood and grown together. As a result, a resounding success is obtained worldwide. We value that the way of having incorporated in our corporate law this kind of contracts is progress, since, legally recognizes the contracts of great importance in corporate law, that other modern laws have already disciplined. Without an obstacle, we imagine that our legislators have been prudent.

They have exclusively dedicated two articles to the general part of these contracts. In this typified way that in our legislation, association contracts in participation and consortium is agreed;It does not hinder, to the aid of the first two articles of this part of the law, these are not the only associative contracts, the possibility of others being held, with the characteristics noted there. In our period, prodigies such as technological rebellion, globalization.

And computer, fiber optic and multimedia systems, innovate productivity, services and consumption networks. We establish, in the present, of an integral economy in which everything can be manufactured and sold, everywhere, at all times. On the other hand, the dispersion of conservatism, capitalism without limits: independent economy, deregulation, privatization. The main objective is the efficiency. In Peru, it is determined that the General Law of Societies departing from our last corporate norm.

Includes application worthy of application. The first of these is that, for the first time, the associative contracts are generalized in general, inventing normatively an order of contracts that are not exhausted with those disciplined in the General Law of Societies: Association in Participation and Consortium. The main one is determined as the contract by which a person, called associator grants another or other associated people

An intervention in the benefit or profits of one or several businesses or companies of the associate, to exchange of certain contributions. During that, it is also widely regulated that the consortium contract that, it resembles showing, refers to the joint venture. Which is determined as an associative contract in probity of which two or more people are associated to actively and directly intervene in a animosous business or company, with the will to achieve an economic mercy.

But each one holding their own autonomy, touching each member to execute the actions of the consortium that is required and those that have been committed. Without required, for some authors they argue that the complete pulcro has not been instantly legislated, with the testimony that these are two different institutions. The Association in Participation is an associative contract under which a person called associate is convenient for another associated call.

conclusion

It is participating in the proportion that both agree on the profits or losses of a company or one or more businesses of the associate, not with legal personality, reason or social denomination by working the associate in their own name, which is why there is no legal relationshipAmong third parties and associates, therefore not acquiring these rights or obligations in front of those and vice versa.

It was the obligation of the associate to assume, in proportion to its percentage of profits, the operating expenses provided contractually, which on the other hand, according to clause six point two of the same contract, was the obligation of the associate to assume in proportion to its profits the utilitiesOperating expenses provided contractually. In conclusion, it is noted that both contracting companies should assume operating expenses in proportion to their profits.

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