Where the partners manage the partnership business separately, the managing partner may raise objections on the matters managed by the other partners, in which case, the other partners shall suspend the management of such matter.

Article 971

A partner may not request remuneration for management of the partnership business, unless otherwise agreed in the partnership contract.

Article 972

The sharing of the profits and allocation of losses of a partnership shall be in accordance with the partnership contract; where there is no such an agreement in the partnership contract or the agreement is unclear, the partners shall make a decision through consultation. Where such consultation fails, the partners shall share the profits and assume the losses in proportion to their paid-in capital, or share the profits and assume the losses in equal share if the proportions of their paid-in capital cannot

be determined.

Article 973

The partners shall bear joint and several liabilities for the partnership obligations. A partner who has performed the partnership obligations in excess of his share has the right to indemnification against the other partners.

Article 974

Unless otherwise agreed in the partnership contract, a partner who transfers all or part of his share of property to a person other than a partner shall obtain unanimous consent of the other partners.

Article 975

A creditor of a partner shall not subrogate and exercise any right of the partner provided in this Chapter and the partnership contract, except that a creditor may subrogate and exercise the partner’s claim against the partnership for distribution of the benefits.

Article 976

Where there is no agreement between or among the partners on the term of the partnership, or the agreement is unclear, if the term cannot be determined according to the provisions of Article 510 of this Code, the partnership shall be deemed as a partnership with an indefinite term.

If a partner continues to manage the partnership business upon expiration of the term of the partnership, and the other partners fail to raise any objection, the original partnership contract shall continue to be valid, but with an indefinite term.

A partner may dissolve a partnership contract with an indefinite term at any time, but the other partners shall be notified within a reasonable period of time in advance.

Article 977

Where a partner dies, loses capacity for performing civil juristic acts, or is terminated, the partnership contract is terminated, unless otherwise provided in the partnership contract, or it is inappropriate to terminate the contract due to the nature of the partnership affairs.

Article 978

Upon termination of a partnership contract, after paying the expenses for termination and discharging the partnership debts, the residual assets of the partnership property, if any, shall be distributed in accordance with the provisions of Article 972 of this Code.

Part Three
Quasi-contracts

Chapter XXVIII
Negotiorum Gestio

Article 979

Where a person who has neither a statutory nor a contractual obligation acts as a custodian to manage another person’s affair in order to prevent the latter from suffering a loss of interests, the said person may request the beneficiary to reimburse the necessary expenses incurred therefrom. Where such a custodian suffers losses when managing another person’s affairs, the custodian may request the beneficiary to make appropriate compensation.

Where the management of another person’s affairs is contrary to the true will of the beneficiary, the custodian does not have the right provided in the preceding paragraph, unless the true will of the beneficiary is in violation of law or against the public order or good morals.

Article 980

Where the management by a custodian of another person’s affairs does not fall within the circumstances provided in the preceding Article, but the beneficiary has enjoyed the benefit of the management, the beneficiary shall be subject to the obligations provided in the first paragraph of the preceding Article to the custodian to the extent of the benefit he gains therefrom.

Article 981

A custodian shall manage another person’s affairs in the best interest of the beneficiary. Where suspension of management is to put the beneficiary at a disadvantage position, the management may not be suspended without just cause.

Article 982

Where a custodian manages another person’s affairs, he shall promptly notify the beneficiary if he is able to do so. Where the matter does not need urgent management, the custodian shall wait for the beneficiary’s instruction.

Article 983

Upon termination of the management, a custodian shall report the management of the affairs to the beneficiary. The property obtained by the custodian in the management of the affairs shall be surrendered to the beneficiary in a timely manner.

Where the management of another person’s affairs by a custodian is subsequently ratified by the beneficiary, the provisions on entrustment contracts shall be applied to the management from the commencement of the management, unless the custodian expresses his intention otherwise.

Chapter XXIX
Unjust Enrichment

Article 985

Where a person is unjustly enriched without a legal basis, the person who thus suffers a loss is entitled to request the enriched person to return the benefit, unless under any of the following circumstances:

⑴ the payment is made for performing a moral obligation;

(2)    the payment is made to satisfy an obligation not yet due; or

(3)   the payment is made to an obligation knowing that there is no obligation to p^ay.

Article 986

Where a person enriched does not know or should not have known that the enrichment is without a legal basis, and if the enrichment no longer exists, the person has no obligation to return the benefit thus received.

Article 987

Where a person enriched knows or should have known that the enrichment is without a legal basis, the aggrieved person may request the enriched person to return the benefit thus received and make compensation for the losses in accordance with law.

Article 988

Where a person enriched has gratuitously transferred the benefit received to a third person, the aggrieved person may request the third person to assume the obligation to return the benefit to the corresponding extent.