ATP | ATTY.

BUGAYONG

FINALS
Intel/Questionnaire

I. A.Y. Not Specified

1. A, B, C, D, and E formed a partnership of car dealership for 20 years. B contributed all his present property and
all profits from his industry or work; he is not liable personally for losses. C is an industrial partner and is
managing the business pursuant to the articles of partnership. All properties are under the name of D. E was
subsequently made manager by virtue of a resolution.
a. What kinds of partnership were there?
b. How should they file certificate and how should they name the firm?
c. C operates a canteen business. B operates a car dealership business. All partners oppose.
d. How may they dispose of property? Can the partnership subsequently recover the same?
e. C decided to hire new staff. Others oppose.
f. How many managing powers given to the managing partners can be revoked?
g. If, after dissolution, D enters into a transaction with R, is it valid?
h. What are the effects if A is insolvent?
i. B assigns his rights to Z.
j. What if B dies instead of assigning his rights?
k. The firm owes R 5M, D 10M, E 10M, A is insolvent, B assigned his rights to Z. Distribute.

2. John orally authorized Jeff to buy a parcel of land for 5M payable in 3 years. John bought it for 4M payable in 5
years. Then, he registered the same in his name. John is in the US. Five years later, John comes home and sues
Jeff for breach of trust, damages, and recovery of property on the ground that Jeff was a mere trustee and he
violated his duties as agent. Jeff said he did not and there was prescription.
a. Decide the facts based on the rule on agency.
b. Rule on trust.

3. Distinguishing characteristics of trust, agency, and partnership.

4. *Scenario* Is it a particular limited partnership?

II. A.Y. Not Specified

1. Dad misrepresented that he and mom have no children and causes the registration of their property in his
name when mom died. 30- and 35-year old children seek reconveyance. Does laches/prescription bar their
action?

2. Commission agent with 10% commission does not expressly accept. He then receives damaged goods and sells
them as good and with 5% interest.

3. Fake agent sells the house of a person who later finds out about it but does not repudiate the transaction.

4. Deed of sale over a car transferred to a person who loaned money to the owner.

5. Heirs of A is in possession of a property owned by A but was fraudulently registered by B. heirs of B now claims
that it is theirs and immediately files for reconveyance.

6. A authorizes her sister, B, to sell her car or land. A dies. B sells it to C. Heirs of A are asking for reconveyance.

7. A authorizes B to sell her car. A then sells it to C before B sells it to D.

8. B authorizes C to do anything C may see fit. C sells all of B’s properties.

9. Alfredo buys a parcel of land from Fred, with the title registered in Pedro’s name.

10. Trust vs. agency vs. other contracts

11. Agent vs. trustee vs. factor

12. A authorizes B to sell goods. B does not object. B does not sell. A authorizes Atty. to compromise with C. Atty,
believes it would be best to arbitrate, so she submits it for arbitration.

13. A, B, and C are agents of D. B and C did something that created a 10M loss to D. Discuss the liabilities.

14. A is B’s agent. A sells to C goods on credit in his own name.

AGREE or DISAGREE? EXPLAIN WHY. 6. How does “instruction” differ from “authority”?
1. A partnership is a consensual contract; hence, Are they material for the validity of the
there is no form required for its validity. transaction entered into by the agent?
2. The firm name may include the names of a 7. Is there a form required for Trust? How do you
deceased partner and a limited partner prove the existence of a Trust?
3. Only partners may petition for dissolution and 8. State and explain the rules on:
undertake the winding up of a partnership a. Prescription as a mode of acquiring
4. The death, insolvency, resignation, insanity, and ownership of the Trust res
civil interdiction of a partner will necessarily cause b. Prescription and laches in action to
the dissolution of a partnership recover the property held in trust.
5. A person may be a limited partner and an
industrial partner at the same time, BUT he MCQ. CHOOSE THE BEST ANSWER, EXPLAIN WHY
cannot be a limited and general partner at the
same time 1. A partner may possess partnership property for
6. A stipulation exempting an industrial partner from personal purpose because
liabilities and losses is valid a. He is a co-owner
7. All partnerships are essentially partnerships at will b. It is one of his property rights as a partner
8. The partner’s right in the specific partnership c. Consented to by the other partners
property is one of co-ownership d. Of delectus personae
9. Mutual agency among partners means each e. All of the foregoing
partner may perform acts of strict dominion and 2. Any partner may manage the partnership business
acts which are in the usual way of the business of because
the partnership a. It is one of his property rights
10. Dissolution caused by act, death or insolvency of a b. Of mutual agency
partner terminates all the authority of a partner c. It is an act of administration
to act for the partnership d. Act of strict dominion
11. The receipt by a person of a share of the profits of e. All of the foregoing
a partnership business is evidence or proof that he 3. A partner’s interest in the partnership includes
is a partner. a. Rights in the specific partnership property
12. A general partner may join another partnership or b. Participate in management
engage in another business. c. Share in partnership assets and profits
13. In “partnership by estoppel” partnership liability d. Share in profits and surplus
results even if there is no actual existing e. All of the foregoing
partnership 4. NOT a cause of dissolution
14. The authority of a managing partner appointed in a. Insanity
the Articles of partnership is irrevocable b. Resignation
15. If the business of the dissolved partnership is c. Retirement
continued by the remaining partners, the unpaid d. Loss of specific thing promised to be
creditors of the dissolved partnership become contributed before delivery
creditors of the new partnership e. None of the foregoing
5. The partnership is solidarily liable with the
ESSAY QUESTIONS ON CONCEPTS partners for
a. Contractual liability and obligations
1. What are the instances when the partnership shall b. Crimes or torts
bear the risk of loss of the thing contributed? c. Misapplication or breach of trust
2. Contract of partnership having a capital of P5000 d. All the foregoing
in money and property was entered into orally. e. B and C only
What is the status of the contract? 6. Which of the following instances is not an agency?
3. Is an industrial partner absolutely exempt from a. A person sold the car of another without
any share of losses? authority and subsequently, the owner
4. State and explain the common element and accepted the purchase price and gave him
characteristics among partnership, agency and 5% commission
trust as applied to each contract. b. An agent died and his son continued the
5. What is the true essence of the distinction agency
between agency and other contracts like lease of 7. Which of the following statements on Trust is
services and employment contracts? false?
 a. Acceptance of both beneficiary and the
trustee is necessary
b. The requirement that express trust over
immovable must be in writing is only for
enforceability, not validity.
c. No fiduciary relation exists between the
parties in constructive trust
d. The real owner of the trust res is the
beneficiary/ equitable owner.
e. All the foregoing statements.
PROBLEM, HYPO
1. Jan, Jen, Jon formed a partnership to operate a
car dealership under the following terms and
conditions
 Participation – Jan 50%, Jen 30%, Jon 20%
 Jan and Jen would supply the entire capital.
Jon will contribute his management expertise
and be the Manager for the first 3 years
 Jon shall not share in the liabilities and losses
 Term of the partnership shall be 10 years
Later, Jan assigned his interest in the partnership
to Jun. When Jen and Jon learned of the
assignment, they decided to dissolve the
partnership before the expiration of its term as
they had an unproductive business relationship
with Jun in the past. On the other hand, unaware
of the move Jen and Jon but sensing their
negative reaction to his acquisition of Jan’s
interest, Jun simultaneously petitioned for the
dissolution of the partnership
a. May Jon be held liable for the debts of
the partnership? How about losses?
Amplify your answers
b. Could Jan alone, opposed by Jen and Jon,
have the latter removed as manager?
Explain.
c. Discuss whether the dissolution done by
Jen and Jon, without the consent of Jan
and Jun, is valid
d. Does Jun have the right to petition for the
dissolution of the partnership? Expound
e. What if after the dissolution, Jan enters
into a new transaction with Jin, are the
partnership and other partners liable to
Jin? Elucidate.
2. X is not a partner of A B and C. Without the
consent and knowledge of C but with the implied
consent of A and B, X made Z believe that he is a
partner of A B and C. Who shall be made liable for
the payment of a debt of P1M in favor of Z who
extended credit on the basis of the
misrepresentation?
3. LP, GP and CP are partners of 3Ps Co. Ltd. LP is a
limited partner. After 3 years of business
operations, the company incurred debts in favor
of third persons totaling P15M. The total
remaining partnership assets is P9M. Who among
the partners shall be liable with their separate
property in favor of creditors?
4. If Amboy represented himself to be an agent of
Pamboy to Samboy, and Pamboy kept silent and
did not object to or repudiate the representation,
what is the kind of agency created?
5. Amor, a real estate developer, issued a power of
attorney to Roma as follows: “I am appointing you
as my agent for all my properties and you may
execute acts you may deem appropriate and I
withhold no power from you”. On the basis of said
authority, Roma sold one of Amor’s properties. Is
the sale valid?
6. JD authorized PS to sell his Ferrari car for P8M on
cash basis. PS sold the car in his own name to LUB
for P15M on a 12-moth installment at 5% monthly
interest. Is JD bound by the sale?
7. In a general partnership composed of seven
partners A B C D E F G, B was appointed managing
partner in the articles of partnership.
Subsequently, E was also appointed as managing
partner. B and E decided to adjust the working
hours of their employees to 9AM-6PM instead of
8AM-5PM. A C D F and G objected to the plan of B
and E.
a. Can B and E implement the adjustment of
the working hours? Why?
b. Can the partners with controlling interest
terminate the appointment of E even
without just cause? How about B?
8. Ben obtained a loan from Jen. To guarantee his
debt, Ben executed a deed of absolute sale and
transferred his car to Jen. State what kind of
contract or relation is created.
9. Who is a commission agent, and can he sell on
credit even without the consent of the principal?
How about a del credere agent?
10. Al bought and paid for a parcel of land from Bal
but title was placed in Cal’s name. This is an
example of Agency, Partnership or Trust?