Contract of Partnership
2,000
A and B are general partners in AB partnership with outstanding liabilities of 6,000 before the admission of C. C is admitted to the existing partnership of A and B. After several years of operation, the total liabilities of the partnership increased to 12,000 while the total asset of the partnership are fully exhausted. How much may the unpaid credito of the partnership validly collect from C.
it may be valid as to contracting parties on the basis of doctrine of estoppel but it may be considered void as to 3rd persons for failure to comply with the formality of the law.. Only 3rd persons directly affected by this void cintract may ask for declaration of nullity of the contract of partnership but not the partners but they are guilty of estoppel.
A and B orally entered into a contract of partnership whereby A contributed building while B contributed land. The partnership business is being operated by the partners for almost 10 years already. A and B divided equally the profits for 10 years. what is the status of the contract of partnership after 10 years of operation?
the third person shall be liable pro rata and subsidiarily and will be treated as a nominal partner.
A partnership shall operate under a firm name, which may or may not include the name of one or more of the partner. If a third person, not being a member of the partnership, includes his name in the firm name, what shall be the effect?
certificate of limited co- partnership.
A person may be a general partner and a limited partner in the same partnership at the same time, provided that this fact shall be stated in the certificate of?
A and B only
A, B and C are partners in AB Ltd. Partnership. A and B are general partners while C is a limited partner. After exhaustion of partnership assets, partnership liabilities amounting to 30,000 remained unpaid. From whom may the partnership creditors collect?
ABC partnership or A or B or C
A, B and C are partners in ABC parking general Partnership. D deposited his car to the parking lot of the partnership for a fee while A is managing the parking lot. After seeing D's parked car, B borrowed the said car. Unfortunately, the car was crushed by an accident who will be liable for the value of the to D?
A, B and C
A, B and C are partners in TEN General Partnership. A and B are capitalist partners while C is an Industrial partner. After exhaustion of partnership assets, partnetship liabilities amounting to 30,000 remained unpaid. From whom may the partnership creditors collected?
A and B only
A, B, C and D are partners in FIX General partnership. A, B and C are capitalist partners while D is an industrial partner. The article of co- partnership provides that C is exempted from liability of the partnership to 3rd person. After exhaustion of partnership assets, partnership liabilities amounting to 60, 000 remained unpaid . Among the partners, who ultimately shoulder the unpaid partnership's liabilities?
voidable on the part of insane person
An insane and a capacitated person orally entered into a contract of partnership. what is the status of the contract of partnership as to contributed capital?
5,000
C and I entered into a contract of partnership for a fixed term of 2 years. C, a capitalist partner and I, an industrial partner agreed with the following profit or loss sharing terms. I will share equally in the profit and there is no agreement as to losses on 2010, the partnership has 10,000 net loss. on 2011, the partnership had 20,000 net income. upon examination of the contract, it was determined that the word profit is really intended by the partners as cumulative profit. How much shall be received by I as his share for the 2 years of partnership operation?
800 to ABC partnership and 200 to A
D has two outstanding and matured obligations to ABC partnership and A, managing partner of ABC partnership in the amount of 4,000 and 1,000 respectively. D paid 1,000 to A who issued his personal receipt. How shall the 1,000 be applied to credits?
1,000 to partnership credits only
D has two outstanding and matured obligations to ABC partnership and A, managing partner of ABC partnership in the amount of 4,000 and 1,000 respectively. D paid 1,000 to A who issued partnership receipt. How shall the 1,000 be applied to credits?
1,000 to B's credit only
D has two outstanding and matured obligations to ABC partnership and B, non- managing partner of ABC partnership in the amount of 4,000 and 1,000 respectively. D paid 1,000 to B who issued his personal receipt. How shall the 1,000 be applied to credits?
by mere consent
How is a contract of partnership wherein the contribution involves personal property with value of atleast 3,000 perfected?
yes. unless he acts in bad faith
can managing partner execute all acts of administration despite the opposition of his partner?
general partner
he is a partner in a limited partnership who is liable for partnership's debts up to the extent of his separate assets after the exhaustion of limited partnership's assets
substituted limited partner
he is a person admitted to all the rights of a limited partner who has died or who has assigned his interest in a partnership.
dormant partner
he is one who does not participate in the management of the business and not known to the public as a partner.
the decision of the majority managing partners shall prevail
in case more than one partner is appointed as managing partners, how shall act of management be settled in case of objection of any managing partners?
sisters and brothers
they are the persons who cannot enter into universal partnership but can enter into particular partnership.
universal partnership of fruits.
this is a type of partnership whereby the common fund comprises only all that the partners may acquire by their work or industry during the existence of the partnership
the conveyance passes the equitable interest of the partnership provided the act is one within the authority of the partner and for apparently carrying on the usual way the business of the partnership of which he is a member
where title to real property is in the name of the partnership, what is the effect of the conveyance executed by a partner in his own name instead in the partnership's name?
either (a) when the conveyance is for apparently carrying on in the usual way the business of the partnership of which he is a member, or (b) when the conveyance was made by the grantee or of aperson claiming throughsuch grantee to a holder for value wthout knowledge that the partner, in making the conveyance, has exceeded his authority.
where title to real property is in the partnership name, any partner may convey title to such property by a conveyance executed in the partnership name but the partnership may recover such real property. when is the partnership barred from recovering the said real property?
no it is not, except on a claim againstvthe partnerahip
is partner's right in specific partnership property subject to attachment or execution?
yes, it establishes partnership because it is a prima facie evidence
is receipt by a person of a share of the profits of a business establishes partnership? (ex. receipt as a return of the contribution or a return of investment in the business)
it is valid among the partners only
is stipulation exempting a general partner from pro rata and subsidiary liability valid?
yes
is the obligation of the partner to the partnership to pay to the partnership for damages suffered by it through his fault but he cannot compensate them with the profits and benefits which he may have earned for the partnership by his industry.
yes
is the statement " with regards the dissolution of the partnership, the individual property of the deceased partner shall be liable for all obligations of the partnership incurred while he was a partner, but subject to the prior payment of his separate debts" correct?
partnership at will.
it is a partnership where no period is fixed by the parties for its duration.
partnership by estoppel
it is a partnership which in reality is not a partnership but is considered as one with respect to thise who, by reason of their conduct or admission, are precluded from denying its existence.
delectus personae
it is a principle which means that a partner has a right to choose those whom he wants to be associated with the partnership.
particular partnership
it is a type of partnership which has for its object determinate things, their use of fruits, or a specified undertaking, or the exercise of a profession such as GPP.
selection of the major supplier of the partnership
it is an act of administration that can be done by the managing partner alone?
universal partneship of all present property.
this type of partnership in which the partners contribute all the property which actually belonged to them at the time of perfection to the common fund, with the intention of dividing the same among themselves, as well as the profits which the may acquire therewith.
(a) assignment of partnership property in trust for creditors or on the assignee's promise to pay the debts of the partnership, (b) disposition of the goodwill of the business, (c) acts which would make it impossible to carry on the ordinary business of the partnership, (d) confession of judgement,(e) entering into a compromise concerning a partnership's claim or liability, (f) submissiin of a partnetship claim or liability to arbitration, (g) renunciation of a claim of the partneship.
what are the acts that are not considered administrative acts or acts for apparently carrying on in the usual way of business of the partnership and may not be performed by a single partner without authorization from all the other partners or there are acts which require unanimous vote of the partners because they are considered acts of strict ownership or acts of strict dominion?
(a) as a debt by installment or otherwise, (b) as wages of an employee, (c) as rent to landlord, (d) as an annuity to a widow or representative of a deceased partner, (e) as interest on a loan, though the amounts of payment vary with the profits of the business, (f) as the consideration for the sale of a goodwill of a business or other property by installment or otherwise.
what are the exceptional cases wherein the receipt by a person of a share of the profit of a business shall not be considered a prima facie evidence?
(a) if the partner is authorized to act for the partnership whether or not the act is apparently carrying on in the usual way the business of the partnership, (b) if the partner is not authorized to act for the partnetship but the act is apparently carrying on in the usual way the business of the partnership and the third person has no knowledge of the partner's lack of authority.
what are the instances that shall bind the partnership for the act of partners?
(a) property belonging to the partners at the time of the constitution of the partnership, (b) profits that may be acquired from the present property, (c) property acquired by each partner after the formation of the partnership IF STIPULATED, (d) profits and fruits from property acquired by each partner, even those property acquired by inheritance, legacy or donation after the formation of the partnership IF STIPULATED.
what are the properties that shall belong to the common fund in a universal partnership of all present property?
(a) profits obtained by the partners by their work or industry during the existence of the partnership, (b) the usufruct or use of the property belonging to each partner at the time of the constitution of the partnership, (c) the profits and fruits from the properties mentioned in a and b, (d) the profits and fruits, IF STIPULATED, of the property acquired by each partner after the constitution of the partnership.
what are the properties that shall belong to the common fund in a universal partnership of profits?
(a) his right in specific partnership property, (b) his interest in the partnership, (c) his right to participate in the management.
what are the property rights of a partner?
(a) to ask the guilty capilaist partner to bring to the common fund any profits accruing to him from the said transaction and (b) to ask the guilty capilalist partner to beat all the losses from the said transaction
what are the remedies available to injured parties when a capilatist partner engaged in the same kind of business without stipulation allowing him to engage in business?
(a) if the managing partner issues the receipt of the partnership, the payment shall be applied to the partnership cresdit, (b) if the managing partner issues his own personal receipt, the payment shall be applied to the partnership's credit and managing lartner's personal credit, proportionately, (c) if the claim of the partnership is not yet due, the payment shall be applied to the managing partner's credit in its entirety, (d) if the personal claim of the managing partner is more onerous, the selection by the debtor of the more onerous debt as to the application of payment shall be followed.
what are the rukles for application of payment when a debtor owes separate demandable debts to the partnership and to the other authorized to receive credit also known as managing partner?
(a) fungible things or those that cannot be kept without deteriorating, (b) things contributed to the partnership to be sold, (c) things brought and appraised to the inventory unless there is stipulation to the contrary but the amount of partnership obligation shall be limited to the value at which they were appraised.
what contribution of partners does the partnership shall bear the loss?
the liability of the partnership and the partners thereof to 3rd persons will not be affected.
what is the effect if a contract of partnership with a capital of atleast 3,000 in money and/ or personal property is not in a notarized document and not registered with sec.?
the associate or assignee does not become a partner but shall be entitled only to the share of the assigning partner in the partnership profits and net assets at the date of liquidation.
what is the effect if a partner associates or assigns/ conveys his share or interest in the partnership to another person?
the nominal partner is liable like a limited partner to persons giving credit only if the representation has been communicated to the latter.
what is the effect if a person, by words spoken or written or by conduct, represents himself to public, or consented to public to another representing him to anyone, as a partner in an existing partnership or with one or more persons not actual partners?
the nominal partner is liable pro- rata and subsidiarily like a general partner only to persons to whom such representation has been made, who has, on the faith of such representation, given credit to the actual or apparent partnership
what is the effect if a person, by words spoken or written or by conduct, represents himself to specific persons, or consents to another representing him to anyone, as a partner in an existing partnership or with one or more persons who are not actual partners?
the partnership shall be considered as general partnership as to third persons but continue to be a limited partnership among the partners.
what is the effect if there is no substantial compliance with the registration of certificate of limited co- partnership with the SEC.
insanity of a partner
what is the example of automatic ground for dissolution of general partnership?
where the act is necessary for winding up partnership affairs.
what is the instance when the act of a partner after dissolution does not bind the partnership with 3rd persons?
atleast one limited partner and atleast one limited general partner
what is the minimum cimposition in a limited partnership?
solidarily
what is the nature of liability of partners for quasi delict committed by a partner in the performance of the business of the partnership?
Assignable
what is the nature of limited partner's interest?
both profit and surplus(net assets) of the partnership.
what is the partner's interest in the partnership?
within 3 minths from the knowledge of such designation but it must be before the said partner executes it. ( before execution in a sense that if the designation by a third person is manifestly inequitable, it can no longer be impugned by a partner who has begun to execute it).
what is the prescriptive period for a partner to file an action to impugn or question the manifestly inequitable sharing of partnership profits or losses designated by a 3rd person?
general partner
what is the proper classification of an industrial partner in a limited partnership?
either (a) exclude him from the partnership with the right to damages, (b) avail themselves of the benefit obtained from the business he engaged in with the right to damages.
what is the remedy of the capitalist partner if the industrial partner engages in business for himself without the express permission of the partnership.
the partnership's total assets are in excess of the partnership's total liabilities to third persons.
what is the requirement or pre condition before a limited partner may receive from the partnership the share of the profits or the compensation by way of income stipulated for in the certificate of limited co- partnership during the life- time of the partnership?
he is only entitled to receive the share of the profits or other compensation by way of income, or the return of his contribution, to which his assignor would otherwise entitled
what is the right of an assignee of a limited partner who does not become a substituted limited partner?
rescissible
what is the status of the contract of security when a limited partner who has made a loan to the partnership receive or hold as collateral security any partnership property for his claim to the partnership?
substituted limited partner
what is the term used to the person admitted to all the rights of a limited partner who has died or has assigned his interest in a partnership?
Industrial partner
what partner is exempted from making additional capital contribution to the partnership inorder to save the venture from imminent loss?
they shall be governed by the rules on co- ownership.
what rule shall be governed concerning associations and societies, whose articles are kept secret among the members, and wherein any of the members may contract in his own name with 3rd person?
he will be liable as a general partnerr with that partnership if upon ascertainment of the mistake he promptly renounces his interest in the profits of the business, or other compensation by way of income.
when a person contributed a capital to business conducted by a person or partnership erroneously believing that he has become a limited partner in a limited partnership, what will be the nature of his liability to third person if he exercises the rights of a limited partner?
either (a) when the partnership is dissolved, or (b) when all limited partners ceased to be such.
when is the certificate of limited co- partnership required to be cancelled?
(a) when her rightfully but unsuccessfully demands the return of his contribution, or (b) when other liabilities of partnership have not been paid, or the partnership property is insufficient for their payment, and the limited partner would otherwise be entitled to the return of his contribution.
when may a limited partner demand the dissolution of the partnership and its subsequent winding up of partnership affairs?
when said partner or legal representative or assignee ask for liquidation or winding up of partnership affairs by the court.
when may a partner, his legal represenatative or assignee ask for liquidation or winding up of partnership affairs by the court?
(a) on the dissolution of the partnership, (b) when the date specified in the certificates for its return has arrived, (c) after he has 6 months' notice in writing to all other members, of no time is specified.
when may the limited partner demand from the partnership the return of his capital contribution?
(a) all the partners shall be considered agents of the partnership or all of them are managers, (b) whatever the partners may do alone will bind the partnership, (c) in case of the opposition of the other partners, the decision of the majority shall prevail and the decision of the partners owning the controlling interest shall prevail in case of tie.
when the manner of the management has not been agreed upon, what are the rules of management to be observed?
1st- each one may separately execute all acts of administartion, 2nd- the decision of majority of managing partners shall prevail in case of opposition, 3rd- the decision of partner owning controlling interest shall prevail in case of tie in voting.
when there is no specification of the respective duties of 2 or more managing partner and there is no stipulation that one shall not act without the consent of others, what are scenario in order of priority?
to the state
when unlawful partnership is dissolved by a judicial decree, to whom shall the partnership profits go?
the conveyance passes all the rights of the partners in said real property.
where the title to real property is in the name of all the partners, what is the effect of the conveyance executed by all the partners?
the conveyance passes the equitable interest of the partnership provided the act is one within the authority of the partner and for apparently carrying on the usual way the business of the partnership of which he is a member
where the title to real property is in the name of one or more or all of the partners, or in the 3rd person in trust for the partnership, what is the effect of the conveyance executed by a partner in the partnership name, or in his own name?
it shall be stated in the certificate of limited co-partnership.
where there are several limited partners, the members may agree that one or more of the limited partners shall have a priority over the limited partners as to the return of their conteibutions, as to their compensation by way of income, or as to any other matter. what is the formality required by law for this agreement to be binding among the partners?
the conveyance will transfer title of the real property to the buyer.
where title of the real property is in the partnership name, what is the effect of the conveyance of such property by any partner in the partnership name?
if the partners' act is not for apparently carrying on in the usual way the business of the partnership of which he is a member
where title to real property is in the name of one or more but not all the partners, and the record does not disclose the right of the partnership, the partnership may not recover such real property. when may the partnership recover such real property?
the conveyance will transfer title of the property to the buyer
where title to real property is in the name of one or more but not all the partners, and the record does not disclose the right of the partnership, what is the effect of the conveyance by the partners in whose name title hands?
managing partner appointed in a separate document than articles of co- ownership.
which managing partner may be validly removed by partners having controlling interest despite the absence of valid cause for removal?
any natural person who is capacitated, another partnership or a corporation
who are allowed to enter into a contract of partnership?
(a) industrial partner, (b) capitalist partner exempted by agreement.
who are not REQUIRED to contribute additional share of capital to the partnership to save the venture in case of the imminent loss of the business of the partnership?
general- limited partner
he is one who has all the rights and powers and is subject to all the restrictions of a general partner, except that, in respect to his contribution, he shall have the rights against the other members which he would have had if he were not also a general partner.
ostensible partner
he is one who is active in management of partnership business and known to the public as a partner, such as by allowing his name to be included in the first name.
the revocation of the power of the managing partner can be made by the vote of the partners representing the controlling interest.
how is the vote being done as to revocation of the power of managing partner ( appointed manager in the article of co- partnership) acted in bad faith?
the revocation of the power of the managing partner can be made only with the consent of all partners including the managing partner.
how is the vote being done as to revocation of the power of managing partner ( appointed manager in the articles of co partnership) acted in good faith?
it shall be applied fully to the non- managing partner's receivable.
if a debtor owes separate demandable debts to the partnership and to the partner not authorized to receive credit also known as non- managing partner, how shall the payment by the debtor be applied if the non- managing partner issued his own personal receipt for the payment made by the debtor?
the previous partners are still liable to the old partners creditors in addition to the liability of the new owners of the partnership.
if an existing partnership is sold by the incumbent partners to another persons, what is the effect of the sale to the liability of the partnership to the 3rd persons if the sale is without the consent of the partnership creditors?
(a) the oldest partner, (b) the partner with the largest capital contribution, and(c) the industrial partner.
if no one is appointed as managing partner, who shall be considered the administrator of the partnership?
general partnership.
if the partnership is a limited partnership, a certificate of limited co- partnership must be signed under oath by the partners and must be registered with sec, otherwise the partnership will be considered as ____________ as to third persons but continue to be limited partnership among the partners.
for regulatory purposes.
immovable property or real rights are contributed to the partnership, regardless of the amount thereof, the partnership contract must be in a public instrument and an inventory of the said real property or real rights must be made, signed by the partners and attached to the public instrument, in order for it to be valid. it must also be registered to sec fo?
when there is immenent danger of grave or irreparable injury to the partnership.
in case it should have been stipulated that none of the managing partners shall be necessary for the validity of the administrative act. when may the present managing partners administratively act validly by alleging the absence or disability of the other managing partners?
it shall not of itself make the individual property of the deceased partner liale for any debts contracted by such person or partnership in the new partnership.
in case of dissolution of partnership which resulted to continuance of partnership business, what is the effect on nature of liabiliy of the deceased partner by the use by the person by the partnership continuing the business of the partnership name, or the name of a deceased partner as part thereof.
(a) by any one or more of the partners using their separate property, (b) by any one or more of the partners with the consent of all the partners whose interest are not so charged or sold using the partnership property.
in case the partner's interest is attached or charged by a partner's separate or personal creditor for the payment of his personal debt, who has the right to redeem the said interest before foreclosure to prevent the dissolution of the partnership?
(a) to contribute additional share of capital to the partnership to save the venture unless he is an industrial partner or capitalist partner exempted by stipulation, or (b) to sell his capital interest to the other partners if he refuses to contribute such additional capital.
in the absence of agreement to the contrary, what is the obligation of a partner in case of imminent loss of the business of the partnership?
at the date of dissolution
in the absence of agreement to the contrary, when shall the right to an account of his interest accrue to any partner, or his legal representative as against the winding up partners or the surviving partners or the person or partnership continuing the business.
he has the right to demand and receive cash in return for his contribution irrespective of the property contributed.
in the absence of any statement in the certificate to the contrary or the consent of all members, what form of return of capital contributed should be received by a limited partner?
from the moment of execution of the contract of partnership.
in the absence of partnership agreement, when shall the juridical personality partnership begin?
for creditors prior to dissolution, his liability is only pro rata but not subsidiarily but when it comes to creditors of the new partbership, his liability shall be pro- rata and subsidiarily.
in the absence of stipulation to the contrary , what is the nature of liability of a third person becoming a partner in the partnership continuing the business of the dissolved partnership?
I. those owing to creditors, including limited partners. II. those owing to limited partners by way of their share of profits and other compensation by way of income on their contribution. III. those owing to limited limited partners in reapect to their capital contribution. IV. those owing to general partners other than capital and profits auch as loan payable to partners. V. those owing to general partners in respect to profit share. VI. those owing to general partners in respect to capital contribution.
indicate the proper order of payment of liabilities of limited partnership in liquidation.
I. Those owing to separate or personal creditors of the partners. II. Those owing to creditors of the partnership. III. Those owing to partners by way of his unpaid capital contributions to the partnership.
indicate the property order on priority of claims against the separate property of a partner who is insolvent or whose estate is insolvent.
yes
is it true that additional limited partners may be admitted after the formation by filing an amendment to the original certificate without dissolving the limited partnership?
yes
is it true that an industrila partner may become a general partner but is not allowed to become a limited partner?
*unless the business is continued by the remaining general partners
is it true that the retirement, death, civil interdictiin, insanity or insolvency of a general partner dissolves the limited partnership unless the business is continued by the remaining limited partners under a right to do so in articles of partnership or with the consent off all partners?
yes.
is partner's interest in the partnership may be attached for his interest or personal debts subject to the preferential right of partnership creditors?
no it is not. except with the assignment of rights of all partners in the same property
is partner's right in specific partnership property assignable?
(a) do any act in contravention of the certificate of limitied- partnership, (b) do any act which which would make it impossible to carry on the ordinary business of the partnership, (c) confess a judgement against the partnership, (d) Possess partnership property, or assign their rights in specific partnership property, for other than a partnership purpose, (e) admit a personal as a general partner, (f) admit a person as a limited partner, unless the right so to do is given in the certificate of limited co- partnership. (g) Continue the business with partnership property on the death, retirement, insanity, civil intereiction or insolvency of a general partner, unless the right so to do is given in the certificate.
A general partner shall have all the rights and powers and be subject to all the restrictions and liabilities of a partner in a partnership without limited partners. However, the following acts can only be made by a general partner if there is written consent or ratification by all the limited partners. what are these?
in respect to his contributions, he shall have the right against the other members which he would have had if he were not also a general partner.
a person who is a general, and alsi at thesame time a limited partner, shall have all the rights and powers and be subject to all the restrictions of a general partner. but what about in respect to his contributions?
(a) the knowledge of a partner acting in a particular matter if he acquires thesame while already a partner, (b) the knowledge of a partner acting on a particular matter if he acquires it before his admission to the partnership provided thesame was still present on his mind, (c) the knowledge of any other partner not acting on a particular matter if he acquired thesame while already a partner and he could and should have reasonably communicated the same to the partner acting on a particular matter.
as a general rule, notice to any partner of any matter relating to partnership affairs bind the partnership. what are the knowledge of a partner that binds the partnership?
they shall be liable pro rata and subsidiarily with all their separate property and after all oartnership assets have been exhausted.
as a general rule, what is the nature of liability of general partner, whether capitalist or industrial, for partnership debts and for the contracts which may be entered into in the name and for the account of the partnership, under its signature and by a person authorized to act for the partnership?
