Yap, Joris Mikhaella O.

Yap February 8, 2020

BSA 22 Midterms Online Quiz 1

1. What are the kinds of partners? Explain each briefly.

o Capitalist Partner. A partner contribute property or money to the common fund.

o Industrial Partner. A partner who contributes only his industry or personal service.
o General Partner. A partner whose liability to third persons extends to his own and separate
property.
o Limited Partner. A partner whose liability to third persons is limited to his capital contribution
and does not participate in the management of the business. Also known as special partner.
o Managing Partner. A partner who manages the affairs or business of the partnership, in which
he may be appointed either after the constitution of the partnership or articles of partnership.
o Liquidating Partner. A partner who takes charge of the winding up of partnership affairs upon
dissolution.
o Partner by estoppel. A partner who is liable for the protection of the partnership but is not a
party to a partnership agreement. Also known as quasi-partner.
o Continuing Partner- A partner who continues the business of a partnership after it has been
dissolved due to the admission of a new partner, the retirement, death or expulsion of one or
more partners.
o Surviving Partner- A partner who remains after a partnership has been dissolved by the death of
any partner.
o Subpartner- A partner who is not a member of the partnership in which he entered into a contract
with a partner in relation to the latter’s share in the partnership.
o Ostensible Partner- A partner who takes active part and known to the public as a partner in the
business.
o Secret Partner- A partner who takes active part in the business but is not known to be a partner
by outside parties and by the other partners.
o Silent Partner- A partner who does not take any active part in the business even if he may be
known to be a partner.
o Dormant Partner- A partner who does not take active part in the business and is not known or
held out as partner.
o Original Partner- A partner who is a member of the partnership from the time of its
organization.
o Incoming Partner- A partner who lately, or about to be, a member in the partnership.
o Retiring Partner- A partner who has withdrawn from the partnership.

2. What are the classifications of a partnership? Explain each briefly.

1. As to the extent of its subject matter.

 a. Universal partnership. One to which refers to all the present property or to all
profits. It may be a universal partnership of all present property or universal
partnership of profits.
b. Particular partner. One to which has for its object determinate things, their use
or fruits, or a specific undertaking, or the exercise of a profession or vocation.
2. As to the liability of the partners,
a. General partnership. One constituting of general partners who are liable pro rata
and subsidiarily, sometimes solidarily, with their separate property for
partnership debts.
b. Limited partnership. One formed by two or more persons having as members one
or more general partners and one or more limited partners.
3. As to its duration
a. Partnership at will. One in which no time is specified and is not formed for a
particular undertaking or venture and which may be terminated anytime by
mutual agreement of a partner or the partners.
b. Partnership with a fixed term. One in which the term for which the partnership is
to exist is fixed or agreed upon.
4. As to the legality of its existence
a. De jure partnership. One in which has complied with all the legal requirements for its
establishment.
b. De facto partnership. One in which has failed to comply with all the legal requirements
for its establishment.
5. As to representation to others
a. Ordinary or real partnership. One in which actually exist among the partners, also as to
third persons.
b. Ostensible partnership or partnership by estoppel. One in which in reality is not a
partnership, but is considered a partnership only in relation to those who by their conduct or
admission, are precluded to dent or disprove its existence.
6. As to publicity
a. Secret partnership. One wherein the existence of certain persons as partners is
not avowed or made known to the public by any of the partners
b. Open or notorious partnership. One whose existence is avowed or made known
to the public by the members of the firm.
 7. As to purpose
a. Commercial or trading partnership. One formed for the transaction of business.
b. Professional or non-trading partnership. One formed for the exercise of
profession.

3. Explain contract of partnership, its elements and features.

The contract of a partnership is:

o Consensual. It is perfected by mere consent which may be expressed or implied

agreement of two or more persons;
o Nominate. It has a special name or designation in Philippine law;
o Bilateral. It is entered by two or more persons and the arising rights and obligation
are always reciprocal;
o Onerous. Each partner of the partnership aspires to receive a benefit for himself by
giving of something;
o Commutative. The undertaking of each of the partner is considered as equivalent as
that of the others;
o Principal. It does not depend for its existence or validity upon some other contract;
o Preparatory. It is entered into as a means to an end.

There are five essential features of a partnership contract:

o There must be a valid contract;

o The parties must have legal capacity to enter into the contract;
o There must be a mutual contribution of money, property, or industry to a common
fund;
o The object must be lawful;
o The purpose or primary purpose must be to obtain profits and to divide the same
among the parties.

The partnership is a form of voluntary association entered into by associated. It is a

personal relation, in which the element of delectus personae exists, involving, as it does trust and
confidence between the partners. Thus, it covers,

- Right to choose co-partners

- Power to dissolve partnership