Since 1977

BUSINESS LAW ATTY. ONG/LOPEZ

BL.2501-Drill 2 - Partnership OCT 2018

1. A, B, C and D were partners. A assigned his interest in the their separate property after the exhaustion
partnership to his son S. S now wanted to join in the of partnership assets.
management of the enterprise. B, C and D refused. Is the c. The partnership will be considered a limited partnership
partnership necessarily dissolved? as indicated in its name. Only Wilma and Olga will be
a. The partnership is dissolved because of the conveyance liable with their separate property after the exhaustion of
by A. partnership assets.
b. The mere assignment did not dissolve the firm. This is so d. Wilma, Olga and Wynona will be considered separate as
even if B, C and D did not allow S to participate in the sole proprietors with each one having a capita
firm’s business conduct. equivalent to their respective contributions.
c. The partnership is not dissolve provided B, C and D will
allow S to join the management of the enterprise. 8. As regards a limited partner, which statement is correct?
d. The conveyance of interest by A automatically dissolved a. He cannot be allowed to transact business directly with
the partnership. the partnership of which he is a member as this would
result into conflict of interest;
2. The certificate shall be cancelled when: b. He is automatically the agent of the partnership with
a. There is change in the name of the partnership general authority to bind the partnership to contracts
b. Additional limited partner is admitted with third persons;
c. All limited partner cease to be such. c. He can only contribute money and property but not
services;
d. There is a false or erroneous statement in the certificate. d. He has no liability to partnership creditors even if he
3. A substituted limited partner is: takes part in the management of the partnership.
a. a person admitted as a partner by the other partners.
b. a buyer of right of the deceased partner. 9. Unless otherwise provided in a general partnership
c. An assignee admitted to all the rights of a limited agreement which of the following statements is correct when
partner. a partner dies?
d. All of the above. The decreased
The deceased partner’s estate
4. In a limited partnership, the creditor of a limited partner may partner’s would be free The partnership
charge the interest of the indebted limited partner, the executor would from any would be
interest so charged may be redeemed with: automatically partnership dissolve
a. Partnership property become a partner liabilities automatically
b. Separate property of any general partner a. Yes Yes Yes
c. Both partnership property and separate property of the b. Yes No No
general partner cumulatively c. No Yes No
d. Both partnership property and separate property of the d. No No Yes
general partner alternatively
10. B and C formed a limited partnership, with A as a general
5. In three of the following instances, the certificate of a limited partner, while B and C as limited partners, with the following
partnership may be amended. Which is the exception? contributions:
a. Change in the character of the business 1 A contribute a specific parcel of land
b. There is a false or erroneous statement in the certificate. 2 B to contribute P10,000, the first P5,000 upon formation,
c. Death of a general partner and the last P5,000, 10 days after formation.
d. A person is substituted as a limited partner. 3. C contributed a specific car as was stated in the article of
partnership, when in fact it was not contributed.
6. A, B and C wish to go into the business together to bottle If the partnership was dispossessed of the land contributed
mineral water. Each contributed P50,000, but C wanted to by A after delivery to the partnership by the real owner, the
limit his liability to the extent of his contribution, and his effect will be:
name to appear in the partnership name. Which form of a. A is considered a debtor of the partnership
partnership as business organization should they choose? b. A is considered a trustee of the land for and in behalf of
a. General partnership the partnership
b. Limited partnership c. The partnership will dissolved
c. No partnership organization is available d. A is to answer for warranty against eviction.
d. Limited
11. As regards a limited partner, which statement is correct?
7. Wilma, Olga and Wynona agreed to form a limited a. He cannot be allowed to transact business directly with
partnership with Wilma and Olga as general partners the partnership of which he is a member as this would
contributing P50,000.00 each, and Wynona as limited partner result into conflict of interest;
contributing P100,000.00. The partnership which is to engage b. He is automatically the agent of the partnership with
in the trading of garments was named "WOW Garments Co., general authority to bind the partnership to contracts
Limited" as indicated in the certificate signed and sworn to by with third persons;
the partners before a notary public. However, the certificate c. He can only contribute money and property but not
was not filed with the Securities and Exchange Commission. services;
In the meantime, the partners already begun operating the d. He has no liability to partnership creditors even if he
business and transacting with third persons. takes part in the management of the partnership.
a. The partnership entered into by the Wilma, Olga and
Wynona is void. 12. A partnership is automatically dissolved, except:
b. The partnership will be considered a general a. By the death of any partner
partnership. Accordingly, all partners will be liable with b. By the insolvency of any partner or of the partnership
c. By the civil interdiction of any partner

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EXCEL PROFESSIONAL SERVICES, INC.
d. By the insanity of any partner
13. Allan, Beth and Chris are partners with capital contribution of
P15.000, P10.000 and P5,000, respectively. Supposed on
dissolution, the assets of their partnership amount to only
P46.000 and it owed Delia the amount of P50.000. Chris
owes Polly on his personal account P6.000. The partners
have no separate personal property except Chris whose
separate property amounts to P7.000. Which is correct?
a. Delia and Polly shall divide Chris separate property
equally.
b. Delia and Polly shall divide Chris property pro-rata.
c. Delia shall be preferred as regards Chris separate
property
d. Polly shall be preferred as regards Chris separate
property
14. 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:
a. Do any act in contravention of the certificate.
b. Do any act that would make it impossible to carry on the
ordinary business of the partnership.
c. Confess a judgment against the partnership.
d. All of the above.
15. 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 can
X recover the P180,000?
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
solidarity.
d. X can recover from the firm P60.000 and consider the
balance of P120,000 as a loss.
16. A partner whose liability for partnership debts is limited to his
capital contribution is called:
a. General partner
b. Limited partner
c. General-limited partner
d. Secret partner
17. A decree by the court is necessary to dissolve a general
partnership based on three of the following grounds. Which
one will not require such decree but will cause the automatic
dissolution of the partnership?
a. The business of the partnership can only be carried on at
a loss.
b. A partner is shown to be of unsound mind.
c. A partner has been guilty of such conduct as tends to
affect prejudicially the carrying on of the business.
d. A partner is civilly interdicted.
18. Which of the following is not a requisite prescribed by law in
order that a partnership may be held liable to a third patty
for the acts of one of its partners?
a. The partner binds the partnership by acquiescence for
obligations he may have contracted in good faith.
b. The partner must have the authority to bind the
partnership.
c. The contract must be in the partnership name or for its
account.
d. The partner must act on behalf of the partnership.
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19. Three of the following enumerations are rights of a general
.partner in a limited partnership that are also enjoyed by a
limited partner. Which among them does a limited partner
not enjoy?
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 any 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 the rights and be subject to all the
restrictions and liabilities of a partner in a partnership
without limited partners.
20. On application by or for partner the court shall decree a
dissolution whenever:
a. A partner becomes in any other way incapable of
performing his part of the partnership contract.
b. A partner has been guilty of such conduct as it tends to
affect prejudicially the carrying on of the business.
c. A partner willfully or persistently commits a breach of the
partnership agreement that it is not reasonably
practicable to carry on the business in partnership with
him.
d. All of the above
21. A substituted limited partner is:
a. a person admitted as a partner by the other partners.
b. a buyer of right of the deceased partner.
c. An assignee admitted to all the rights of a limited
partner.
d. All of the above.
22. In a limited partnership where there are 4 partners:
a. All the partners must be limited partners.
b. The number of limited partners must be equal to the
number of general partner, that is, 2:2.
c. The number of limited partners must be greater than the
number of general partners, that is, 3:1.
d. It is enough that there is one limited partner; the rest
may all be general partners.
23. General partners shall have no right to perform the following
acts 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, insanity, civil interdiction or
insolvency of a general partner, unless the right to do 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.
24. As a general rule, a partner cannot ask for a formal
accounting of the affairs of the partnership during its
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. Whenever other circumstances render it just and
reasonable
d. All of the above
BL.2502