1.

Yes, Diana should be hired by the partnership because the two managers Dave and Asherah already
made their decision to hire her. Even if it is opposed by the Leonard and Hansel which are just members,
but owns the controlling interest, the authority of both managers shall prevail.

2. Yes, Romeo should be hired by the partnership even the other manager (Asherah) opposed. This is
because manager Dave and partner Hansel owns the controlling interest. Therefore their decision must
prevail.

3. No. If Asherah decided to contribute Php 1,000,000, she and Leonard who has contributed Php
550,000 to the partnership will now own the controlling interest against Dave and Hansel. Therefore,
Romeo cannot be hired by the Partnership

B.

1. Since Manuel Ferrer has not yet paid the full subscription, but not declared as delinquent, can still
exercise all of his rights as a stockholder, including the right to receive dividends except cash dividends
due to delinquent stock shall first be applied to the unpaid subscription.

2. No. Manuel Ferrer cannot compel DEXTER Industries Corporation to issue him the stock certificate of
Php 2,500,000. This is because no certificate of stock can be issued to a subscriber until the full amount
of his subscription together with the interest and expense. If any is due, has been paid.