Since 1977

BUSINESS LAW ATTY. ONG/LOPEZ

BL.2802 Drill 2 - Partnership MAY 2020
1. A, B, C and D were partners. A assigned his interest in the c. The partnership will be considered a limited partnership as
partnership to his son S. S now wanted to join in the indicated in its name. Only Wilma and Olga will be
management of the enterprise. B, C and D refused. Is the liable with their separate property after the exhaustion of
partnership necessarily dissolved? partnership assets.
a. The partnership is dissolved because of the conveyance by d. Wilma, Olga and Wynona will be considered separate as
A. sole proprietors with each one having a capita
b. The mere assignment did not dissolve the firm. This is so equivalent to their respective contributions.
even if B, C and D did not allow S to participate in the 8. As regards a limited partner, which statement is correct?
firm’s business conduct. a. He cannot be allowed to transact business directly with the
c. The partnership is not dissolve provided B, C and D will partnership of which he is a member as this would result
allow S to join the management of the enterprise. into conflict of interest;
d. The conveyance of interest by A automatically dissolved b. He is automatically the agent of the partnership with gen-
the partnership. eral authority to bind the partnership to contracts with
2. The certificate shall be cancelled when: third persons;
a. There is change in the name of the partnership c. He can only contribute money and property but not
b. Additional limited partner is admitted services;
c. All limited partner cease to be such. d. He has no liability to partnership creditors even if he takes
d. There is a false or erroneous statement in the certificate. part in the management of the partnership.
3. A substituted limited partner is: 9. Unless otherwise provided in a general partnership agreement
a. a person admitted as a partner by the other partners. which of the following statements is correct when a partner
b. a buyer of right of the deceased partner. dies?
c. An assignee admitted to all the rights of a limited partner. The decreased
d. All of the above. The deceased partner’s estate
4. In a limited partnership, the creditor of a limited partner may partner’s executor would be free The partnership
charge the interest of the indebted limited partner, the interest would from any would be
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
6. A, B and C wish to go into the business together to bottle partnership, when in fact it was not contributed.
mineral water. Each contributed P50,000, but C wanted to If the partnership was dispossessed of the land contributed by
limit his liability to the extent of his contribution, and his name A after delivery to the partnership by the real owner, the effect
to appear in the partnership name. Which form of partnership will be:
as business organization should they choose? a. A is considered a debtor of the partnership
a. General partnership b. A is considered a trustee of the land for and in behalf of
b. Limited partnership the partnership
c. No partnership organization is available c. The partnership will dissolved
d. Limited d. A is to answer for warranty against eviction.
7. Wilma, Olga and Wynona agreed to form a limited partnership 11. As regards a limited partner, which statement is correct?
with Wilma and Olga as general partners contributing a. He cannot be allowed to transact business directly with the
P50,000.00 each, and Wynona as limited partner contributing partnership of which he is a member as this would result
P100,000.00. The partnership which is to engage in the trading into conflict of interest;
of garments was named "WOW Garments Co., Limited" as b. He is automatically the agent of the partnership with gen-
indicated in the certificate signed and sworn to by the partners eral authority to bind the partnership to contracts with
before a notary public. However, the certificate was not filed third persons;
with the Securities and Exchange Commission. In the c. He can only contribute money and property but not
meantime, the partners already begun operating the business services;
and transacting with third persons. d. He has no liability to partnership creditors even if he takes
a. The partnership entered into by the Wilma, Olga and part in the management of the partnership.
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
their separate property after the exhaustion of c. By the civil interdiction of any partner
partnership assets. d. By the insanity of any partner

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EXCEL PROFESSIONAL SERVICES, INC.
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. 20.
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. 21.
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 22.
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 23.
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? 24.
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 party for
the acts of one of its partners? 25.
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.
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;
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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.
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
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.
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 partners, 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.
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.
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
Which of the following is a false statement?
a. If a limited partnership will be created, registration is a
condition precedent for the creation of the limited
partnership
b. If one of the partners in a general partnership contributed a
building to the partnership, there must be a public
instrument and an inventory as a requirement, otherwise
the partnership is void
c. If a limited partnership will be created, registration is a
condition subsequent for the creation of the limited
partnership.
d. If a limited partnership is not registered, a general
partnership is created.
BL.2802