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Questions Quiz 6, Partnership Law
Questions Quiz 6, Partnership Law
Manguera
PARTNERSHIP LAW
QUIZ # 6
I. Multiple Choice. Write the letter of the best answer on the space provided before each number. 1. Which of the following statements is false? A. Dissolution is the term that pertains primarily to the contract of partnership, the brea ing of the vinculum juris, so to spea , between and among the partners in the partnership arrangement. !. "ermination pertains essentially to the partnership as a business enterprise , and defines the time when all matters pertaining to the business enterprise #i.e., the completion of pending contracts, the payment of all obligations and the distribution, if any, of the net assets of the partnership to the partners$ have been completed. %. Winding&up is the process which is commenced by the dissolution of the contract of partnership between and among the partners, and is concluded upon the termination or complete li'uidation of the partnership business enterprise. D. Dissolution which brea s the contractual privity between and among the partners necessarily give rise to winding&up or termination of partnership business enterprise as the dissolution of an e(isting partnership contract may not lead to the constitution of a new partnership contract among the partners who choose to proceed with the partnership business. Which of the following statements is false? A. *artnership being primarily a contractual relationship between and among the partners, the various modes of dissolution is a in to the general principles covering the extinguishment of contracts. !. +ven when the contracting parties agree that their partnership contract would be irrevocable for ten years, under the principle of delectus personae, any partner even without cause can see to terminate his relationship by withdrawing from the partnership thereby causing its dissolution. %. ,n case of e(pulsion of a partner in accordance with the power provided in the partnership agreement, since it can only be e(ercised bona fide, it could only mean that the partner was e(pelled for cause and conse'uently, he would be dis'ualified from participating in the winding&up of the affairs of the partnership business. D. When a partner engages in a separate enterprise that is competitive with that of the partnership and even withdraws e'uipment contributed into the partnership enterprise, the other partner-s withdrawal from the partnership is not .ustified and for which the latter can be held liable for damages. Which of the following causes of dissolution is not e'uivalent to rescission of the contract of partnership. A. When a partner has been declared insane in any .udicial proceeding or is shown to be of unsound mind. !. When a partner becomes in any other way incapable of performing his part of the partnership contract. %. When a partner has been guilty of conduct that tends to affect pre.udicially the carrying of the business D. !y the mutual withdrawal by all the partners from the partnership. Which of the following causes is not among those without violation of partnership contract1 A. !y the bona fide e(pulsion of any partner in accordance with the power provided for in the partnership agreement. !. "ermination of the term or particular underta ing specified in the partnership agreement. %. !y the e(ercise in good faith by any partner of the power to withdraw in a partnership at will. D. When a partner willfully or persistently commits a breach of the partnership agreement, or otherwise so conducts himself in matters relating to the partnership business that is not reasonably practicable to carry on the business in partnerhsip with him. Which of the following instances is an assignee not recogni3ed to see .udicial dissolution of the partnership? A. At any time, in a partnership at will !. "ermination of the particular underta ing upon which the partnership is e(pressly constituted. %. "ermination of the period upon which the partnershp is e(presly constituted. D. When the business of the partnership can only be carried on at a loss. Which of the following statements is false1 A. Dissolution of a partnership does not undermine e(isting contracts, nor modify or e(tinguish then e(isting obligations of the partnership and partners5 and that the completion or performance of e(isting contracts and the settlement of partnership obligations are in fact integral parts in the winding&up process. !. When there has been no breach of the partnership agreement upon the dissolution of the partnership, no partner has a right to insist upon the winding&down of partnership affairs. %. ,n dissolution, the force of the original contract of partnership between the partners as to being mutual agents, as well as the enforceability of the doctrine of delectus personae, are terminated, without pre.udice to a new partnership arrangement being constituted among the remaining partners. D. "he doctrine of delectus personae is an embodiment of the principle of relativity or privity in contracts1 a partnership arrangement being primarily a contractual relationship, then the privity created by its perfection is between and among the partners thereto at the point of perfection5 and that such privity cannot be e(tended beyond the original partners without the consent of all the parties to the contract of partnership.
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19. Which of the following statements is false? A. "he limited liability feature of the limited partnership is achieved by ta ing away from the limited partners most of the ey features of partnerships in general, namely, mutual agency, delectus personae, and the right to manage partnership affairs. !. :nder our present law, it is not re'uired as an essential element to establish a limited partnership, that the firm name should contain the names of the general partners, or of any of them. %. A limited partner whose surname appears in a partnership name shall not be liable as a general partner to the partnership creditors who e(tend credit to the partnership without actual nowledge that he is not a general partner.
D. The firm name of every partnership is the very means by which its existence as a juridical person, separate and distinct from its members, and distinguishable from other firms and juridical persons, constitutes the essence of the person of the partnership and thereby the nexus upon which the obligatory force of its contracts and transactions are fastened.