Py et PARTNERSHI| 23 emleeee Chapter 6 PARTNERSHIP C&S CONTRACT OF PARTNERSHIP, IN GENERAL LASHER is a contract whereby two oF more persons bind themselves Saar money. propery or Industry fo common find wih te Seay ors oer datiornt gerade profession (GHARACTERISTICS: {Consensual ~its generally perfected by mere consent ofthe partes: 2 Bilateral or Multilateral -it is entered into between two or more persons; 4 Nominate- itis designated by a specificname and there are specificrules applieable only to it 4 Principal ~ its existence does not depend on the existence of another contract 5. Onerous certain contributions have to be made to become a partner; {Preparatory ~ in the sense that after it has been entered into, other coniracts essential inthe carrying out of its purposes can be entered into Pils apliable: 1. There must be Affectio Socetatis~the deste to formulate an ACTIVE ‘sion with people among whom there exist mutual confidence and trast 2 Daetus Personae (Personal Choices) which means that a partner has a gh to choose those whom he wants to be associated with the ferersip because it is based on trust and confidence Adavssion of a thd person asa partner requires unanimous consent fal the partners ‘ecase Being a partner is purely persona. Thus, purchaser o assignee ‘an inerest ofan existing partner does not automatically become a Pater in an existing partnership without the unanimous consent of all 2a 7: reviewer the partners. As a consequence, Partnership 33 9 fog, Mf aul ARNE] nganiaton has no right of suceession, moe [_eaernenstie “[—eoronaTion our was | domestic o ory created, and | nati en and a 19 PURPOSE: can ether be forthe intention of dividing the sjent nt | nationality, on the ownership themselves, ot in order to exercise a profession. Nevertheless fos ee =a {he outstanding capita the partnerhiprathave a LAWFUL object ot purpone an eenershi. a Mande dnd yl ae depots a infavor ofthe tate (Ar enerally, rom isuance ofthe canineesenda mY [cme [Coun 7 Registaton/ncorporation i | teen, dissolves corporation PARTNERSHIP CORPORATION ~| |*™ insolvency, iil Creation Voluntary | Created bythe steno interdiction, oF greet of ati. | fase aura insanity of partner enabling lve (The Cone dissolves the Code) partnership. Numberof | Twoormore Not more than iS Organizers @2ARATE JURIDICAL PERSONALITY: The partnership has a judicial Existence Generally, no time [ Not more than 80 yeas far] pnusity separate and distinct from that of each of the partners. The ii except will of | with perpetual exstenceun| the parties the Revised Corporation Tabiliyel [May extend to | Liable only up to ther ep owners private property __| contributions Transferability | All partners need to | Does not need the costa of interest consent to the | the other stockholders transfer of interest to another. “Ability of Generally, partners | Generally, stockholders a ‘owners tobind | acting on behalf of corporations st the firm the partnership are | oficial acts are troup a Nationality ves ‘A partnership is a | Generally, under whos rational of _ the | was_created_as_ #2 245 agents thereof: of Directors | TRemediesin [A partner can sue | A stockholder cannot ©) case of another partner who | director who misma), ‘mismanagement | mismanages must be in the name £0) corporation, ou" derivative suit hp ean genera T egit and poses property of al kinds 2 hnwrbligatons 1 eg or cima ations: { Adjaigedisavent even ifthe individual members be each nancily sven, {ULES TO APPLY IN DETERMINING EXISTENCE OF PARTNERSHIP: 1 Theis no partnership: 4 Between persons Wwho are not partners as to each other are not artes as to third persons; except a painershiphy estoppel 5 Coonership or c-possesson of itself, wheter such test inthe parinership, Peter owns 6%, John owns IS% and Lancy Requires delivery ofthe money and property tobe contribute | gs 15%: Paul and John were delegated as managing partners withane oe ‘silt as to thelr specific duties, Paul seeks to ind the partnership {yenecngintoa contract of sale of merchandise. John opposed Forte sett allowed, 2 Paland Lucas must vote in favor ofthe contrac. 1 ler must vote in favor of the contract. pose Failure to comply with the requirement for a appear in a public instrument where the at 3,000: Will result tothe invalidation of the contract of partnership Partnership conta IMOUNt of capital is the « Allofthe partners must vote in favor ofthe contract. be Na not afet the lability ofthe partnership and the partessit | & Novote required. Paul is authorized to bind the partnership. third persons © Wil not be able to produce any legal effect with respec wf | 2 inasethereisa stipulation that none ofthe managing parners shall at contracts ofthe partnership with third persons vito the consent of others: 4 Willmake the managing partner able for damagestotheputesé | & Theconcurrence of lls necessary forthe validity ofthe acts, good faith 5 The concurrence of majority of the number of partners is necessary ‘the validity of the acts The concurrence of the controlling interest in the partnership is ‘essary for the validity ofthe acts, Stipulation is void, ‘The managing partners may be appointed: Only in the articles of partnership Only ater constitution ofthe partnership a Fier in the aries of parnersip or ater consi 8) partnership 1 puieianner of management isnot agreed upon Inthe articles of partnership and after constittion ofthe pate Party who has the controling interest willbe considered as the ‘Hef the partnership. MATES! pariners will be considered as agents ofthe potnership stral partners willbe considered a gents of he partnership "Pstners wil be considered as agents ofthe partership establishment of a wizardry shop. The articles of parnestir O8, specify who the managing partners are. Subsequent to the co" the partnership, Severus was appointed by the partners 23th "iy partner, Subsequently, Harry wanted to take over the mana yr business. Albus agrees. Harry and Albus holds the controll REISS Fem src ti entered ee i in peavide payroD 27 27826. . Who among the following is not ible for losses? — services to the partnership. Te service COMI! Provides se emit coat wi! 8 Sy pty ee rr KL Aout FM Waseca Suan cont sting EMT 3 days aaa eee Try days hae passed and JKL Accu en te rendering cunt series to TCH Pe fect PP one the cessation of the ested a et aaa hampering te giving out of salaries ofthe employer qt A ed JRL Accounting Firm for damages rae Pa the aeay nti ale Is RL Aceountng Fm a 8 sa Tye mace should have Den sen tal the parines YEE te note should have been sen to Felix he person yn “Sate it RL Accounting Fm. Ne Nance to Hedi is notice to the en partnership Ne_ Even without a 3-day prior notice, rescsion sa rean Contac of ale of series 4 ‘Which of the following should first be considered in determining profits and losses shall be distributed? ‘Agreement Whether the partners are capitalist or industrial ‘Amount of capital contribution ‘Amount of interest n the partnership ‘When an unlawful partnership is dissolved by a judicial dc profits: 8. Shallbe confiscated in favor ofthe State 'b. Shall be given to the partner who did not know ofthe ilegsi Shall be distributed to each ofthe partners less payment ‘4. Shall be distributed to each ofthe partners a. Capitalist partner b. Industral partner & General partner 4 1. Limited partner 279 erie _p stipulation excluding one or more partners from any share ott * oor ten VE 2 Sot yh share othe loses as ben pad he share qt 2 pal bein the same proportion je ment THe. wee voy Sarit seateent a Ue <2 apm cin Fe pate et in pute wh al 2 pares rlpetr are able pro at and subsidy with th esos ety reer, except industrial partners are lable prorat and ‘riarily with their personal property a Ai pariners, except industrial partners are liable pro rata and sulsidiarily with their personal property Nel, Ophelia, and Patrick are partners in NOP Partnership. Setequently, Quincy was admitted tothe partnership. At the time of her énission, NOP Partnership already had a debt of P200,000 to Randy. Sasequenly, the partnership was dissolved and liquidated, and the Fsteship's debt to Randy ballooned to 500000. After the Ftoership's assets were exhausted, the remaining amount due to Randy ‘sF35000, Can Randy collet fom the personal assets of Quincy. “Yeh ony to say the P1500 debt neared ater Qina’s Yes to satisty the P350,000 debt to Randy since there is no stipulation allowing Randy to collect from Qtiney NS Quincy’ capital contribution ar ee personales tal not be ‘0 satisfy the debt to Randy vgn Any stipulation against invita Kiblity ofthe partners is ins third persons. ‘og nett Any stipulation agains individu silty ofthe partners is "8 the partners. 2802 2. a ’ jeer ing [gan REP a, Only Statement 1s true. Fst ee © sistent 4 Te POUT as exceed his thoi, ane es Nt now that Both statements are true. en 7 de the race, 4. Both statements are not tue. sen, Hoan Sond 6 pare f MHS Pate. MHS ss Wp had a longtime supplier named Dirck. Duck mede he ruiient for the merchandise he brought to Sandara for 7300.00, 125mg that for years it was Sandarawhohad collected the amounts si ane However Sanat ede nis ee nthe partnership recover from Dik? tec The partnership is lable for loss because Sandara was acting Minn the scope of her apparent authority Yer Dire i abe for loss because Sandara was acing within the ape her apparent authority «Nov The partnership i lable for loss because there was no showing thatSandara was not authorized to collet from Direk. 4. Yes Direk i Hable for loss because Derck should have known that Sandara was not authorized to collet from Direk Maio, Ligh and Peach are partners in MLP- Pay partnership was established for the purpose of carrying SP Ersnes The managing partner designated is Mario, Lng, Nimsif as a partner in MLD Partnership, contacted aera ‘operator ofa dormitory. He wasable to convince Xavier to pun te pines of fritre ata discounted price. Mario, noting ter aig etre nos preudical t the partnership seks tans parnersip onthe contrac. Is MLP Partnership bound by ee! Entered ito by Luigi? 7 te 2. Yes considering that what Luigi did i merely an st of da which is covered by his authority as a partner min Yes considering that this is apparently for the caning ona asl business f the partnership No, considering that Luigi not a managing partner, 4. No, considering that Lui exceeded his authority by ena contract prejudicial tothe intrest the partner Bae 1 For wrongful acts of a partner in the ordinary course of the business of ‘de partnership which causes loss or injury to any person. 2 Only the erring partner is liable. 1 Only the partnership i liable, «Both the erring partner and the partnership is able, jointy. 4 Both the erring partner and the partnership is lable, solidariy and the pans Statement I: Partners representing the controlling interest are an toenter into a compromise concerning a partnership claim o li ‘Statement 2: Partners representing the controlling interest are au to dispose of the goodwill ofthe business. Only Statement 1is true. 'b. Only Statement 2s true. Both statements ae true. 4. Both statements are not true. 5. henge Charlie, and Dina are friends. Brienne and Chalieare known to Dinas coming from wealthy families, so Dina, misrepresenting herself ‘nbe partners of Brienne and Charlie, approached Elise and told Elise that they are engaged in the buying and selling of ivory statues. Elis ciled Chale, and Charlie confirmed that he, together with Brienne and ‘i, i indeed engeged in such business. Elise, interested in interior decrations, gave P320,000 to Dina forthe latter to purchase vor statues Ssbrequently, Dina failed to deliver. From the facts, whois lable forthe ca ‘The partnership can recover real property conveyed by any Pa name of partnership when: ‘ 4. The granee doesnot have knowledge thatthe partner ee authority, and the grantee isa holder for value Ae] 8 Dina ont ie aster has authoniy to cary out the wstl busines «a ein ship ol coe & There property has ben conveyed by the grante 108 enne, Charlie, and Dina. 22 28138, Statement 40. a. Statement 2: Pare individual propery a Only Statement 1s true. Only Sane _Bothstatements ar te {Boh statements are not true. tes the change nthe elation ofthe partners caused nto be asiacated nthe earring ono the business 2 Winding up Liquidation Termination 4. Disaaton Which ofthe following loss would dissolve a partnership by ope a. Loss of a generic thing which a partner had promised to conta before delivery b, Loss ofa specific thing which a partner had promise to cote before delivery Loss of a genetic thing which a partner had promised to conve after delivery 4. Loss ofa specific thing which a partner had promised to conte ater delivery ‘Which of the fllowing does not dissolve a partners law? a. Deathof any partner ». Insolvency ofa partner © Civil interdiction ofa partner Absence ofa partner 233 Pag panier creditor are prefered on paring. Pe indvidval creditors are prefereg rs individ Preferred? hy SY ey, by opentint oF seen Teco can dela Prtneship dle. SNe 2 A pariner acting in good ath may ural cause he son of parteship sey Statement 1 rue & Gpiy Statement is tru. & onatatements ae tr. & fonatatements are not tue a to Coopers Ei ig th partnership. Day ai the ditto, Je need 1 dsette with Elo forthe purchase o saps, Emo drt Sra ai of he dsoliton of the parte, but vo ays serpemTice had caused te dishtion fo be aivreed na wg gener creation, Does the contact with El bind te ae wr pnt Elo dd not have peroal oti ofthe dslution Jo bam the soles nt te clnctatlon be reed nt Tvappe of general celation te, «. Nebectse he dwolition war ea adver in newspaper Sipe euaton 4. fe bese even without the publton, he prhesip has 90 Igri and lea exigence ‘4 Ase rom the partner designated inthe agreement or those who have tot wrongfully dissolved the partnership, who else can wind up the tership affairs? 4 The partner owning controlling intrest 1 Thelegal representative ofthe lst surviving solvent partner © The spouse of the partner who has not wrongfully dissolved the Pariership 4 The industrial partners who must also be managing partner 284“The liited partners $B me sll nat be bound by the obligations of the pary mi assets and captal contributions shall not ye partnership debts vm Full not be bound by the obligations of the paring personal asec shall not be used 10 satisy pare Flowever, their capital contribution may be yaa? partnership debts a «._Bhallnotbe bound by the obligations of the partnership. contribution shall ot be used to satisfy partnership dese thi personol assets may be used to satisfy partnership <4. Shallbe bound by the obligations ofthe partnership, 46, A limited partnership ‘4 Stall haverno general partners '._ Shall have two or more limited partners, € Shallhave one or more limited partners, 4. Shall have equal number of general and limited partners. 47, Statement 1: A limited partner has no right to partcpue ‘management of the partnership, Statement 2: limited partner cannot become an industrial pare: &. Only Statement 1s true Only Statement 2s true. ‘¢ Bothstatements are true. 44. Both statements are not true, 48 Fall to file the certificate required for a Himited partnership vit Secures and Exchange Commission: ‘The prtoership becomes a general partnership. '. Theparinership becomes general partnership, ut ony wih {othr persons © Theparinrship becomes a general partnership, but only wit! tothe parners themselves ‘The partnership doesnot obtain legal existence. sorter tae following acts may not be done by i ot oney to the partnership ‘and copy the partnership books a a reasonable time ted partner? Ag hld scleral ecu anypateship propery ajesetement of acount of limited patership pon disolution se following is the correct order of payment ater satisfaction eo ime? one to general partners in respect to their share ofthe profits 1. Those to general partners, in respect to their capital contribution 1 TR oli partes nape these hep Pes telmied pastes naps il pial eon a LO Sawn * ivan Sma 286