PARTNERSHIP LAW Atty.

Macmod

I. IDENTIFICATION: BASIC CONCEPTS AND PRINCIPLES

1. ____________
Leonine Partnership One where it is stipulated that some partners are excluded from sharing in the profits.
2. ____________
Substituted Lim. P. A person admitted to all rights of a limited partner who has died or has assigned his
interest in a partnership.
3. Judicial
____________
dissolution Court here will decree dissolution upon application.
4. Sub-partner/assignee
____________ A person who shares in the profits and losses of a partner only.
5. Quasi-partner
____________ One who joins in a business but who is not actually a partner; a joint adventurer.
6. ____________
Newly admitted His contributions will answer for all obligations contracted even before he was
partner admitted.
7. Limited
____________
partner Liable up to his capital contributions only.
8. Managing
____________partner His powers are irrevocable unless for a valid ground.
9. Co-owners
____________ In essence, the participation of partners in a partnership.
10. ____________
Industrial partner Not liable for partnership losses unless stipulated.
Universal partnership— 11. —of
____________
all property Includes fruits of property acquired by gratuitous title but excluding said property.
Universal partnership— 12. —of
____________
all profits Presumption of partnership if without specification.
13. Dissolution
____________ Change in the relation of the partners caused by any partner ceasing to be associated
with the firm.
14. ____________
Liquidation The process of setting and winding up partnership affairs.
15. ____________
Termination When a partnership ceases to exist.

TRUE OR FALSE

1. The retirement, death, insolvency or civil interdiction of a limited partner dissolves the limited partnership.(unless he is the only LP)
(if he is the only
2. The retirement, death, insolvency, insanity or civil interdiction of a general partner dissolves the limited partnership.GP in a Lim. P)
3. A general partnership is automatically dissolved by the death, insolvency, insanity or civil interdiction of a partner. (court decree)
4. The dissolution of the partnership does not of itself discharge the existing liability of any partner.
5. The contributions of a limited partner may be cash or property of the partner.
6. A partnership has a juridical personality separate and distinct from that of each of the partners.
7. When an unlawful partnership is dissolved by a judicial decree, the capital contributions of the partners shall be
confiscated in favor of the State. (only the profits as a rule)
8. A partnership is created by operation of law upon SEC registration. (consensual, as a rule)
9. Any judgement creditor of a partner may charge, attach and execute a partner’s interest in the partnership.
10. A partner’s right in specific partnership property may be assigned to third persons. (consent of all is required)
11. The rule on Statute of Fraud does not operate in partnership. (it depends on the contract)
12. Spouses may enter into a particular partnership. (bawal ang universal partnership)
13. A partner’s share can be returned anytime without dissolving and liquidating the partnership. (unless there is compromise agreement)
14. Partnership creditors enjoy preference over partnership property.
15. An assignee of a limited partner’s interest becomes a substituted limited partner. (unless with consent of all partners OR
reserved already in the partnership contract)

MULTIPLE CHOICE

1. A partnership is automatically dissolved, except:

a. By the death of any partner
b. By the insolvency of any partner or of the partnership
c. By the civil interdiction of any partner
d. By the insanity of any partner (court decree)
e. All of the above

2. On application by or for partner the court shall decree a dissolution except:

a. A partner becomes in any other way incapable of performing his part of the partnership contract.
b. A partner has been guilty of conduct prejudicial to the company.
c. A partner wilfully or persistently commits a breach of the partnership agreement.
d. There is an imminent loss in their business. (additional CC from capitalist partner)

3. Which of the following is not a common fund of a Universal Partnership Property?

a. All the present property of each partner contributed
b. All the profits that may be derived from such properties
c. If stipulated, the properties acquired by a partner by inheritance, legacy or donation
d. All of the above

“FAILURE IS NEVER A FAILURE…. IF YOU LEARN SOMETHING FROM IT”

SAL MARINO

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4. Supposing A and B acceeded to the wish of C, that his liability is only to the extent of his contribution but his name was
included in the firm name and after several transaction the partnership incurred a liability to X in the amount of
P210,000. Which of the following statements is true?
a. C is not liable to X.
b. X to get the P150,000, the balance of P60,000 to be divided equally between A and B.
c. Since C is only limited partner by agreement, A and B should pay X but they can ask reimbursement from him
(C), X cannot compel to pay his share.
d. After C paid his share if any, his right is to ask reimbursement from A and B. —general limited partner

5. If a partner is insolvent, the first order of preference in the distribution of his assets is:
a. Partner’ s contribution to the partnership
b. Partnership creditor
c. Separate creditor of the partner
d. Pro-rata between the separate creditors and partnership creditors

6. A person who takes place of a limited partner who has died is called:
a. Heir
b. Successor in interest
c. Assignor
d. Substituted limited partner

7. X, Y and Z are equal partners XYZ Partnership. A owes the XYZ Partnership for P9M. Z a partner, collected from A,
P3M before X and Y received anything. Z issued a receipt on the P3M as his share of what A owes. When X and Y
collected from A, A was insolvent.
a. Partner Z shall share partners X and Y with the P3M (accounting obligation rule)
b. Z cannot be required to share X and Y with the P3M
c. X and Y should first exhaust all remedies to collect from A
d. X and Y can automatically deduct from the capital contribution of Z in the partnership their respective shares in
the P3M.

8. A, B and C are partners in a trucking and freight business. B and C without the knowledge of A approached X and
offered to sell X all the trucks of the partnership at a price very much higher than their book value. Then B and C
bought-out A from the partnership and thereafter X bought all the trucks with a big profit of B and C.
a. The sale of the trucks to X is void because it is without the knowledge and consent of A
b. B and C are not liable to A whatsoever
• B and C acted in bad fath
c. B and C are liable to A for his share on the profits in the sale
d. When A was bought-out of the partnership, the partnership was dissolved so A has no more shares in the profits
in the sale.

9. Which of the following is considered prima facie evidence of the existence of a partnership?
a. Where payment of interest on a loan varies with the profits of the business.
b. The receipts by a person of a share of the profits.
c. The sharing of gross returns of a business.
d. Where the parties are established as co-owners of a property.

10. Which of the following is not a property right of a partner?

a. His rights in specific partnerships property.
b. His interest in the partnership
c. His right to participate in the management
d. To demand true and full information of all things affecting the partnership

11. Except when authorized by the other partners, one or more but less than all the partners have no authority to:
a. Assign the partnership property in trust for creditors
b. Dispose of the goodwill of the business
c. Confess a judgement
d. Compromise a partnership claim or liability
e. All of the above

12. A person who, although not actually a partner, is made liable for the debts of the partnership to third person by reason of
his acts or omissions is called:
a. Ostensible partner
b. Nominal partner
c. Silent partner
d. Dormant partner
e. None of the above

13. An Industrial Partner who engages in a separate business without the consent of the other partners:
a. May be expelled from the Partnership plus damages
b. May be liable as a debtor

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 c. May be required to give to the Partnership whatever profits or benefits he may have derived from his separate
business plus damages.
d. Both A and C
e. Either A or C

14. The following are causes of dissolution of a limited partnership, EXCEPT:

a. Death of general partner
b. Retirement of general partner
c. Insanity of a limited partner
d. None of the above

15. Three of the following enumerations are rights of a general partner in a limited partnership, which are also enjoyed by a
limited partner? Which is the exception?
a. To have the books of the partnership kept at the principal place of business of the partnership, and at a
reasonable hour to inspect and copy of them;
b. To have on demand true and full information of all things affecting the partnership and a formal account of
partnership affairs whenever circumstances render it just and reasonable;
c. To have dissolution and winding up by decree of court;
d. To have all rights and be subject to all the restrictions and liabilities of a partner in a partnership without limited
partners.
e. None of the above.

16. The receipt by a person of a share of the profits of a business is a prima facie evidence that he is a partner in the
business, except where such profits were received in payment:
a. As a debt by instalments
b. As a wages of an employee or rent to a landlord
c. As an annuity to a widow or representative of a decrease partner
d. As interest on a loan
e. All of the above

17. Which of the following contracts of partnership will not affect its validity even if not in a public instrument?
a. Limited partnership
A & B void if did not follow required forms
b. Partnership where immovables are contributed
c. Partnership having a capital of P3000.00 or more
d. None of the above
e. All of the above

18. A partner whose connection with the partnership is open and public, such as by including his name in the firm name of
the partnership is called:
a. Nominal partner d. Dormant partner
b. Ostensible partner e. None of the above
c. Secret partner

19. A partnership suffered losses in the first year of its operation. X, a capitalist partner, cannot contribute an additional
share to the capital because of insolvency. Can X be obliged to sell his interest to the other partners on the ground of
such refusal?
a. Yes, X’s refusal to contribute his additional share reflects his lack of interest in the continuance of the
partnership.
b. NO, because there is actually no imminent loss of the business.
c. Yes, provided that X is paid the value of his interest.
d. No, because his refusal is justifiable.

20. A partner who has all the rights, power, and subject to all restrictions of the general partner but whose liability is, among
themselves, limited to his capital contribution is called:
a. General partner d. Dormant partner
b. Limited partner e. None of the above
c. General-Limited partner

21. A, B and C are partners of A Co. by contributing P10,000; P20,000 and services, respectively to the capital. After 5
years, the assets of the partnership is only P9,000. The share of C in the remaining asset is:
a. Equal to the share of A
no profits = industrial partner will receive nothing
b. Equal to the share of B
c. P9,000
d. Nothing

22. A and B entered into contract of partnership for the purpose of buying and selling generators, with A as capitalist
partner and the latter as industrial partner. It was agreed that A shall contribute P20,000 to the common fund on
September 28, 1997. Upon arrival of the designated date, A failed to deliver the contribution he promised.
a. B must demand from A the delivery of his contributions to render A in default
b. The contract of partnership becomes void because A failed to give his contribution to the common fund.

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 c. B can compel A to deliver his contribution with interest and/or damages without the necessity of demand.
d. The contract of partnership was never perfected because there was no delivery of contributions by the partners.

23. A and B were partners. A being the managing partner, invited C to associate with him in his a share in the partnership.
What are the right of the partners?
a. A may have C an associate in his share even without B’s consent.
b. A may not have C as an associate because he is already B’s partner.
c. C may become a partner upon invitation of A, the managing partner.
d. B may refuse to accept C as A’s associate due to conflict of interest.

24. Which of the following statements is correct regarding the division of profits in a general partnerships when the written
partnership agreement only provides that losses be divided equally among the partners? Profits are to be divided:
a. Based on the partners ratio of contribution to the partnership
b. Based on the partners participation in day to day management
c. Equally among the partners
d. Profits will be divided according to the managing partner

25. Which of the following statements is incorrect?

a. An industrial partner who engaged in business for himself may be excluded from the partnership plus damages
b. An industrial partner may not engage in business for himself without the consent of his co-partner
c. A capitalist partner may engage in the same line of business in which the partnership is engaged
d. An offending capitalist partner may not be excluded from the partnership.

26. 1st Statement: The arrival of the term of partnership with a fixed term or period shall not dissolve the partnership if the
partners continue with the business of the partnership but such partnership may be terminated anytime dependent on the
will of the continuing partners. converted to partnership at will
2nd Statement: The general rule is that the loss of the specific thing contributed to the partnership dissolves the
partnership when only the use of the thing is the contribution. Which is correct?
a. Both statements are false
b. Both statements are true
c. 1st statement is true but 2nd statement is false
d. 1st statement is false but 2nd statement is true

27. Which of the following statements is correct concerning liability when a partner in a general partnership commits a tort
while engaged in partnership business?
a. The partner committing the tort is the only party liable
b. The partnership is the only party liable
c. The partners are jointly and severally liable
d. The partnership and the partners are liable

28. A, B and C are partners in X and Company. D represent himself as a partner in X and Company to E, who on the faith of
such representation, extended P10,000 credit to X and Company, Assuming only A and B consented to such
partnership by representation, who shall be held liable to E?
estoppel a. Since E extended the P10,000 credit to X and Company, a partnership liability exists, thus, all the partners and
D are liable.
b. Only A, B and D are partners by estoppel and, thus, are liable pro-rata to E.
c. Only D, who made the representation shall be liable to E.
d. Only partners, A, B and C who benefited from the credit extended by E shall be liable to E.

29. A limited partner shall not become liable as a general partner unless:
a. He takes part in the control of the business
also if not b. He contributes his services to the capital of the firm
SEC registered c. His surname appears in the partnership name
d. The word “limited” is not added to the name of the partnership
e. All of the above

30. A partner whose connection is concealed and has no voice nor say in the management of the affair of the partnership is
called:
a. Nominal partner d. Dormant partner
b. Secret partner e. None of the above
c. Silent partner

31. Three (3) of the following are rights of a partner. Which one(1) is not?
a. Right to associate another person to his share.
b. Right to admit another partner
c. Right to inspect and copy partnership books
d. Right to ask dissolution of the firm at the proper time.

32. A partnership which comprises all the profits that the partners may acquire by their work or industry during the existence
of the partnership is called:

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 a. Universal partnership of all present property
b. Universal partnership of profits
c. Particular partnership
d. Partnership at will
e. None of the above

33. A partnership whereby the partners contribute to a common fund all the property actually belonging to them at the time
of the constitution of the partnership, with the intention of dividing the same among themselves, as well as the profits
which they may acquire therewith is called:
a. Universal partnership of all present property
b. Universal partnership of profits
c. Particular partnership
d. Partnership at will
e. None of the above

34. A partnership
a. is created by agreements of the partners.
b. has a juridical personality separate and distinct from that of each of the partners
c. may be constituted in any form, except where immovable property or real rights are contributed thereto, in
which case a public instrument shall be necessary
d. is dissolved by the death of a partner.
e. All of the above.

35. A partner shall have the right:

a. to ask that the books of the partnership be kept at the principal place of
business of the firm, and at any reasonable hour have access to and inspect and copy any of them.
b. to demand true and full information of all things affecting the partnership
c. to share in the profits and surplus assets of the firm.
d. to ask for judicial dissolution.
e. All of the above.

36. Three of the following are the effects if immovable property is contributed in a partnership but the contract did not
appear in a public instrument. Which is the exception?
void, no right a. A partnership has no judicial personality.
to compel b. The parties may compel each other to observe the required form.
c. The parties may request the return of their capital contribution.
d. The contract of partnership is void.

37. Three of the following do not prove the existence of a valid partnership. Which is the exception?
a. The sharing of gross receipts
b. There is the intention of dividing the profits among themselves.
c. Receipts by a person of the share of the profits for payment of a partnership debt by instalments.
d. When two or more persons are co-owners and they share correspondingly in the profits made from the sale or
use of their property.

38. Which of the following is valid?

a. Oral contract of partnership where a partner contributes real property with a value less than P3,000.
b. Oral contract of partnership where the capital is P3,000 or more
c. Written contract of universal partnership of present properties between husband and wife.
d. None of them.
39. X, Y and Z are partners, with X contributing P60,000; Y P40,000; and Z service. They agreed to divide the profits and
losses in the following proportions: X, 35%; Y,25%; Z, 40%. If the partnership incurred a loss of P10,000, how should
that loss be shared by the partners?
follow P&L in distributing a. X P6,000; Y P4,000; Nothing
profits
b. X P3,500; Y P2,500; Z P4,000
c. X P5,000; Y P3,500; Z P2,000
d. X P4,500; Y P3,000; Z P2,500

40. A, B, C and D are partners. Per written agreement A and B are general partners while C and D are limited partners. In
their written contract, it appears that the name of the partnership is A and Company partnership. Upon the death of B, the
partnership is dissolved. After exhausting the assets, A and Company still owes T, P12,000. T can collect
a. P12,000 from A c. P3,000 from C Limited Partnership but
b. P6,000 from B d. Nothing from D LTD did not appear in company name
hence, liable all as Gen P.
41. Bears the risk of things contributed to the partnership:
a. Contributing partner
b. Limited partner
c. Partner contributing usufructuary rights
d. All of the above

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 42. Refers to a partnership whereby the persons who represents themselves, or consent to another or others to represent them
to anyone that they are partners:
a. General partnership c. partnership by estoppel
b. Limited partnership d. None of the above

43. A capitalist partner engaged for his own account in an operation which is of the kind of business in which the partnership
is engaged. Said partner can be
a. compelled to sell his interest in the partnership to the other capitalist partners.
b. compelled to dissolve or discontinue the operation of his business.
c. compelled to bring to the common funds of the partnership any profits accruing to him from his transactions.
d. Denied his share in the profits of the partnership.

44. A partner who does not participate in the management of the affairs of the partnership and whose connection with it is
not made known to the public is called:
a. Ostensible partner d. Dormant partner
b. Secret partner e. None of the above
c. Silent partner

45. A and B are partners engaged in the real estate business. A learned that C was interested in buying a certain parcel of
land owned by the partnership, even for a higher price .
dissolution in
Without informing B, A was able to make B sell to him (A0 his (B’s) share in the partnership. Then A sold the land at a
bad faith
big profit.
a. A is liable to B for the latter’s share in the profit.
b. C is liable to B for the latter’s share in the profit.
c. The partnership is dissolved when A became the sole owner.
d. The sale of the land to C is void since it was without the knowledge of B.

46. Which of the following may be a cause for involuntary dissolution?

a. Express will of any partner.
b. Insolvency of any partner.
c. Termination of the term
d. Expulsion of any partner

47. X and Y established a partnership by contributing P100,000 each. Z, a third party allowed his name to be included in the
firm name of the partnership. The partnership was insolvent and after exhausting all the remaining assets, there was
- partner by estoppel left a liability to third persons the amount of P30,000. The creditors can compel.
loss = with share a. Z to pay the P30,000 remaining liability
b. X, Y and Z to pay P10,000 each
c. X or Y to pay the P30,000 remaining liability
d. X and Y to pay P15,000 each.

48. In the preceding question, if the partnership is solvent and three was a profit P30,000, no stipulation as to the profit
sharing, the participation of the partner on the profit will be
- partner by estoppel a. Equally, P10,000 each.
profits = no share b. Equally, between X and Y only
c. Just and equitable distribution
d. The court will intervene.

49. The remedy of capitalist partners against an industrial partner who engaged in a business for himself without the
expressed permission from the partnership is:
a. To compel the industrial partner to sell his interest to the said capitalist partners.
b. To exclude him from sharing in the profits of the partnership.
c. To remove him as manager if he is appointed as manager of a partnership.
d. To expel him from the partnership and claim for damages.

50. Management of a partnership is usually conferred upon the:

a. Manager c. Partners
b. President d. None of the above

51. Which of the following is not an element of a partnership?

a. There must be a valid contract.
b. There must be a mutual contribution of money, property or industry to acommon fund.
c. There must be an intent to engage in lawful business, trade or profession.
d. None of the above.

52. Statement No. 1: The general partners may continue the business of the limited partnership with partnership property on
the death, retirement, civil interdiction or insolvency of another general partner
Statement No. 2: Any stipulation exempting a general partner, whether capitalist or industrial, form his pro rate
obligation to third persons shall be void, except as among the partners.
a. Both are true c. No.1 is true; No.2 is false

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 b. both are false d. No.1 is false;No.2 is true

53. A substituted limited partner is:

a. a person admitted as a partner by the other partners.
b. a buyer of right of the deceased.
c. An assignee admitted to all the rights of a limited partner.
d. All of the above.
54.Statement No.1: The risk of specific and determinate things not fungible, contributed to the partnership, so that only their
use and fruits may be for the common benefit, shall be borne by the partner who owns them.
Statement No. 2: A joint account is a sort of informal partnership, with no firm name but with legal personality.
no separate legal a. Both are true c. No.1 is true; No.2 is false
personality b. Both are false d. No.1 is false; No.2 is true

55. Without the written consent or ratification of the specific act by all the limited partners, a general partner or all of the
general partners have no authority to:
DCAWS a. Do any act in contravention of the certificate.
b. Do any act which would make it impossible to carry on the ordinary business of the partnership.
c. Confess a judgement against the partnership.
d. Possess partnership property, or assign their rights in specific partnership property, for other than a
partnership purposes.
e. All of the above.

56. General partners shall have no right to perform the following act without the written consent or ratification by all the
limited partners, except:
a. Admit a person as a general partner.
b. Admit a person as a limited partner, unless the right to do so is given in the certificate.
c. Continue the business with partnership property on the death, retirement, so is given in the certificate.
d. To have the partnership books kept at the principal place of business of the partnership, and at a
reasonable hour to inspect and copy any of them.
e. None of the above.

57. A partnership having for its object determinate things, their use of fruits, or a specific undertaking, or the exercise of a
profession or vocation is called:
a. Parnership by estoppel
b. Particular partnership
c. Universal partnership of all present property
d. Universal partnership of profits.
e. None of the above.

58. Which of the following statement is false?

a. An industrial partner cannot, without the consent of all the other partners, engage in a business similar to
capitalist partner only the business of the partnership.
b. As to liability to third persons, an industrial partners is considered as a general partner.
c. An agreement among partners that the managing partner shall determine the share of all partners in the
profit is void.
d. All partners including industrial ones can be compelled to give additional contribution if the purpose is to
save the business from certain loss.

59. A, B and C formed a general partnership. A and B as general partners contributing P60,000 and P40,000 respectively
creditors are involved, while C is an industrial partner. The partners agreed that C, the industrial partner is exempted from liability to third
P&L ratio = immaterial person. Upon dissolution, the partnership suffered a loss consisting of a liability of X in the amount ofP30,000. As
stated, which of the following statements is true,
a. C is not liable because it was agreed that the industrial partner is exempted from liability to third person.
b. The P30,000 is considered a loss of the partnership, and C as an industrial partner is exempted up to
P10,000 only.
c. Each partner is liable P10,000 only.
d. A and B are liable for P15,000 each.

60. A, B and C are partners. Their contributions are as follows: A, P60,000; B P40,000, and C, services. The partners agreed
to divide the profits and losses in the following proportions: A, 35% B, 25% and C, 40%. IF there is a profit of P10,000,
for profits, how should the said profit of P10,000 be distributed among the partners?
follow P&L
a. A, P6,000; BP4,000; C, nothing
b. A, P3,000; B P2,000; C, P5,000
c. A, P3,500; B P2,500; C, P4,000
d. A, P3,500; B P3,500; C, P3,000
e. None of the above.

61. A, B and C formed a general partnership, each to contribute P100,000. The partnership began its operation but C’s
contribution is not yet fully paid leaving a balance of P30,000. The partners agreed that C exempted from losses. Upon

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 dissolution there was an outstanding obligation to X in the amount of P360,000. X therefore, exhausted the capital of
P270,000 leaving a balance of P90,000. Under this premise, which of the following statement is TRUE.
a. C’s share in the balance of P90,000 is nothing because this was stipulated
b. C’s share in the balance of P90,000 is P60,000 that is, his share in the contribution and his share in the loss.
c. C’s obligation to X and the partnership is P50,000.
d. Each partner share in the balance

62. In the preceding question, if c is a limited partner and there is no stipulation that C exempted from losses, which of the
following statement is correct?
a. C’s share in the balance of P90,000 is nothing because he is only a limited partner.
b. C’s share in the balance of P90,000 is P60,000, that is his share in the loss and his unpaid contribution.
c. C’s share in the balance of P90,000 is only P30,000.
d. Each partner share in the balance of P90,000 is P30,000.

63. A partner who is liable for the payment of partnership debts to the extent of his separate property after the partnership
assets are exhausted is called:
a. Managing partner c. General partner
b. Limited partner d. Silent partner

64. B-1, B-2 and B-3 are equal partners in 3-Brothers Partnership. The partnership is indebted to PC for P150,000. Partner B-
1 is indebted to SC for P20,000. Pc attached and took all the assets of the Partnership amounting to P90,000. B-2 and B-
separate creditor
has priority
3 are solvent while B-1 is insolvent and all what he owns is a land valued at P15,000.
a. SC has priority to the land of B-1 as a separate creditor.
b. PC has priority to the land of B-1 to cover B-1’s share of the P60,000 remaining liability of the partnership.
c. B-2 and B-3 have priority to the land of B-1 if they paid PC the P60,000 remaining liability of the
partnership
d. PC and SC shall both have priority to the land of B-1 in proportion to their claims of P60,000 and P20,000
respectively.

65. A partnership is dissolved on the death of a:____, except

a. General partner c. Limited partner
b. Industrial partner d. General-Limited partner

66. In case of an imminent loss of the business of the partnership, the following partners are required to give additional
contribution, except:
a. Capitalist partner d. Industrial partner
b. General partner e. None of the above.
c. Capitalist-industrial partner

67. Coverage of Statute of Frauds in partnership contract, which is the exception?

a. Promise to answer for the debt, default of miscarriage of another by a partnership must be in writing.
not over 1 year
to be performed
b. If the agreement to form a partnership shall be performed within a year the same must be in writing
c. Contracts for the sale of real property or any interest therein or leasing of partnership immovable property
for more than one year must be in writing.
statute of frauds d. Sale of partnership personal property at a price not less than P500 must be in writing, unless there is delivery
or payment.

68. A, B and C, capitalist partners, each contributed P30,000, P20,000 and P10,0000 respectively; and D, the industrial
partner contributed his services. Suppose X, a customer, is the creditor of the firm to the amount of P180,000. How can
obligations to X recover the P180,000.
3rd persons a. X must sue the firm and get P60,000 from all the partners including D, the industrial partner. X can still
recover the balance of P120,000 from the four partners jointly.
b. X can recover from the firm P60,000. X can still recover the balance of P120,000 from the capitalist partners
only.
c. X can recover from the firm P60,000. X can still recover the balance of P120,000 from any of the partners
solidary.
d. X can recover from the firm P60,000 and consider the balance of P120,000 as a loss.

69. Coverage of Statute of Frauds in partnership contract, which is the exemption?

a. Promise to answer for the debt, default or miscarriage of another by a partnership must be in writing.
statute of frauds b. If the agreement to form a partnership shall be performed within a year the same must be in writing.
c. Contracts for the sale of real property or any interest therein or leasing of partnership immovable property for
more than one year must be in writing.
d. Sale of partnership personal property at a price not less than P500 must be in writing, unless there is delivery or
payment.

70. A, B and C, capitalist partners, each contributed P30,000, P20,000 and P10,000 respectively; and D, the industrial
partner contributed his services. Suppose X, a customer, is the creditor of the firm to the amount of P180,000. How
obligations to can X recover the P180,000.
3rd persons

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 a. X must sue the firm and get P60,000 from all the partners including D, the industrial partner. X can still recover
the balance of P120,000 from the four partners jointly.
b. X can recover from the firm P60,000. X can still recover the balance of the P120,000 from the capitalist
partners only.
c. X can recover from the firm P60,000. X can still recover the balance of P120,000 from any of the partners
solidary.
d. X can recover from the firm P60,000 and consider the balance of P120,000 as a loss.

71. A partnership is dissolved:

a. In contravention of the partnership agreement by the express will of any partner at any time.
b. By any event which makes it unlawful for the business of the partnership to be carried on or for the members to
carry it on in the partnership.
c. When a specific thing which a partner had promised to contribute to the partnership perishes before its delivery
to the partnership.
d. By the loss of the thing, whether before or after its delivery to the partnership, when the partner who
contributed it having reserved the ownership thereof, has only transferred the use or enjoyment of the same.
e. All of the above.

72. Which of the following provision in Partnership Law is/are considered directory and not mandatory.
a. If the capital is P3,000 or more it must appear in a public instrument.
B & C are void
- they are mandatory b. The partnership contract must be recorded with the SEC if limited partnership
c. If immovable properties is contributed it must appear in a public instrument.
d. B and C.
e. A and B

73. A partnership without a definite period of existence and which can be dissolved at any time by any of the partners is
called:
a. Universal partnership of all present property
b. Universal partnership of profits
c. Particular partnership
d. Partnership at will
e. None of the above

74. A partner whose liability for partnership debts is limited to his capital contribution is called:
a. General partner c. Secret partner
b. Limited partner d. None of the above
c. General-limited partner

75. A, B, C and D are partners. Their contributions are as follows: A, P50,000; B, P30,000; C, P20,000; D, services.
The partnership incurred obligations to third persons which the firm was unable to pay. After exhausting the assets
obligations to
3rd persons
of the partnership, there still unpaid balance of P10,000. Who are liable for the payment of the unpaid balance of
P10,000? How much each?
Php 10,000 / 4 a. A, P5,000; B, P3,000; C, P2,000; D, nothing
b. A, P2,500; B, P2,500; C, P2,500; D, P2,500
c. A, P4,000; B, P3,000; C, P2,000; D, P1,000
d. A, P4,000; B, P4,000; C, P2,000; D, nothing

76. A, B and C are partners. Their contributions are as follows: A, P60,000; B, P40,000; C, services. The partners did
not agree on how to divide profits and losses. If there is a loss of P10,000, how should the said loss of P10,000 be
Industrial partner
is exempt from loss
shared by the partners?
unless stipulated a. A, P6,000; B, P4,000; C, 0
b. A, P3,000; B, P2,000; C, P3,500
c. A, P3,500; B, P3,500; C, P3,500
d. A, P3,500; B, P2,500; C, P4,000

77. D, newly admitted partner of ABC Co., with capital contribution of P200,000 each, invested P400,000 for equal
share in the Profit and Losses. It turned out ABC Co. has outstanding obligation of P2M. Assuming there are no
other assets except the capital contributions, the share of D in the P2M is:
a. P1M divided by 4 or P500,000 each after exhausting their capital contribution.
b. P400,000 unless stipulated that he will not share in the old obligation.
c. P400,000 unless stipulated that he will share more beyond his capital contribution.
d. None, because it is an old obligation.

78. When the manner of management has not been agreed upon, who shall manage the affairs of the partnership?
a. Capitalist partners
mutual agency rule b. Industrial partners
c. Capitalist-industrialist partners
d. All of the partners
e. None of the above

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 79. As a general rule, a partner cannot ask for a formal accounting of the affairs of the partnership during the existence
and before it is dissolved, except:
a. When he is wrongfully excluded from the partnership business
b. When the right exists under the terms of any agreement
c. As provided by Article 1807 — secret profits
d. Whenever other circumstances render it just and reasonable
e. All of the above

80. Sometimes termed dormant partner:

a. Limited partner c. Secret partner
b. Capitalist partner d. Both Silent & Secret

81. Every contract of partnership having a capital P3,000 or more in money or property shall appear in a public
instrument which must be recorded in the Securities and Exchange Commission. Failure to comply with said
requirements.
a. Will not affect the liability of a partnership and the members thereof to third persons.
b. Will render the partnership void.
c. Will not give the partnership a legal personality.
d. Will give the partnership a de facto existence.

82. A, B and C capitalist partners, contributed P10,000 each and D, the industrial partner contributed his services.
Suppose X, is the creditor of the firm to the amount of P90,000, after getting the P30,000 assets of the partnership
obligation to a. X can recover P20,000 each from A, B and C only
3rd persons
b. X can recover P60,000 from either A, B or C
c. X can recover P15,000 each from A, B, C and D
d. X can recover P15,000 each from A, B and C but D is exempt because he is an industrial.

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