Thursday, 20 August 2015

Instructions:
1. Period within which to submit this exam: 20 August, 12noon up to 21 August, 5pm. Your answers will
not be considered if: (a) you submit this form earlier than stated; (b) you submit this form after the
deadline; or (c) in case of multiple submissions, only your first submission will be considered.
2. Answers should not be more than five (5) sentences, unless provided otherwise.
3. Go over your answers before clicking "SUBMIT". You will not be able to edit your answers after the
form has been submitted.

Does a Universal Partnership of Profits include things like gifts or lottery prizes? Why? *
No, it does not. Under Art. 1780 of the Civil Code, a universal partnership of profits only covers all that
which the parties may acquire by their industry or work during the existence of the partnership. Since
gifts or lottery prizes are acquired through the generosity of other persons and through chance,
respectively, such cannot be considered as profits as contemplated by the law.
In what way is a sociedad anonima present under our Civil laws? Is it the same as a sociedad en
comandita? Why? (10 sentences maximum) *
Sociedad anonima, or anonymous partnership, may be found under our Civil laws in the form of a secret
partnership, wherein the existence of certain persons as partners is not avowed or made known to the
public by any of the partners.
On the other hand, sociedad en comandita, which translates to limited partnership, which is defined under
the Civil Code as one formed by general and limited partners alike; and in such partnership, the limited
partners are not bound by the obligations of the partnership (Art. 1843) because their liabilities to third
persons are limited only to the extent of their capital contributions.
These two concepts are not the same, for the following reasons:
1. In sociedad en comandita, the partners are required to sign and swear a certificate containing, among
other things, the name and place of residence of each member, general and limited partners being
respectively designated (Art. 1844, [d]), while in sociedad anonima, the name of the secret partner is not
disclosed by the other partners.
2. In sociedad en comandita, the limited partners liabilities depend mainly on their contributions to the
capital of the partnership, while in sociedad anonima, there is no such limitation; the secret partner still
engages actively in the affairs of the business, even though he is not known to third persons as a partner.
Is a public instrument indispensable to the validity of the Contract of Partnership, or is it sufficient
for validity that there be an inventory of the immovable property? *
As a general rule, a public instrument is not always indispensable to the validity of the Contract of
Partnership, because such contract is perfected by mere consent of the partners. But the law requires the
execution of a public instrument in certain instances: 1.) When immovable property or real rights are

contributed thereto (Art. 1771), regardless of the value of said property; and 2.) when the capital of the
partnership amounts to Php 3,000.00 or more, in which case it must also be recorded in the Office of the
Securities and Exchange Commission (Art. 1772).
Hence, if immovable property is contributed to the partnership, there is still a need to execute a public
instrument, because an inventory of the property is not sufficient for the validity of the Contract of
Partnership. Art. 1773 specifically states that such inventory should be attached to a public instrument
which embodies the said contract; otherwise, the Contract of Partnership is void.
Juan agreed verbally to be a partner in XYZ Partnership. Maria witnessed this and later agreed to
do business with XYZ Partnership because of it. But prior to Maria's contract with the partnership,
and unknown to her, Juan changed his mind and decided not to join the partnership anymore. Is
Juan a partner by estoppel with respect to Maria? *
Juan is not a partner by estoppel because he never represented himself as a partner in XYZ Partnership to
Maria. Under Article 1825, a person becomes a partner by estoppel when he represents himself as a
partner in an existing or non-existing partnership, or when he indirectly represents himself by consenting
to another representing him as a partner. In this situation, Juan never made any oral or written
representations to convince Maria that he was, indeed, a partner in XYZ Partnership, and he did not
personally invite Maria to do business with the latter on the basis of those representations. Furthermore,
there was no contract between the partnership and Maria yet, so Maria cannot claim that she has been
injured by Juans act of changing his mind with respect to joining XYZ Partnership.