PARTNERSHIP
CHARACTERISTIC OF A
PARTNERSHIP
Nominate
Preparatory
Principal
Bilateral or multilateral
Onerous
PARTNERSHIP TERMS
Conveyance
Dissolution
Winding up
Termination
Appraisal
ARTICLE 1769
The receipt by a person of a share of the profits of a business is prima facie evidence
that he is a partner in the business, except where such profits were received in
payment:
A. As debt by installments
B. As wages of an employee or rent to a landlord
C. As an annuity to a widow or representative of a deceased partner
D. As interest on a loan
E. All of the above
Which of the following is considered prim facie
evidence of the existence of a partnership?
A. Where payment of interest on a loan varies with
the profits of the business
ART 1769 B. The receipts by a person of a share of the profits
C. The sharing of the gross returns of a business
D. Where the parties are established as co-owners of a
property
KINDS OF
PARTNERSHIP
Universal partnership of all
present property
Universal partnership
Partnership for a fixed term
Partnership for a particular
undertaking
Partnership at will
KINDS OF
PARTNERS
Capitalist partner
Industrial partner
Nominal partner
Ostensible partner
Dormant partner
A & B entered into a contract of partnership for the purpose of buying and selling
generators, with A as capitalist partner and the latter as industrial partner. It was agreed
that A shall contribute P20,000 to the common fund on September 28, 1997. Upon the
arrival of the designated date, A failed to deliver the contribution he promised.
A. B must demand from A the delivery of his contribution to render A in default
B. The contract of partnership becomes void because A failed to give his contribution to
the common fund
C. B can compel A to deliver his contribution with interest and/or damages without the
necessity of demand
D. The contract of partnership was never perfected because there was no delivery of
contributions by the partners
1789
An industrial partner who engages in a separate business without the consent of the
other parties:
A. May be expelled from the Partnership plus damages
B. May be liable as a debtor
C. May be required to give the partnership whatever profits or benefits he may have
derived from his separate business
D. May be liable as a trustee
E. Both A & C
1789
A is the capitalist partner and B the industrial partner. A is engaged personally in the
same kind of business the partnership is engaged in
A. If there are losses, the partnership will bear the losses
B. If there are profits, the profits will be shared by A and the partnership
C. If there are profit, A will give the profits to the partnership
D. A will be excluded from the partnership and pay damages
A partnership suffered losses in the first year of its
operation. X, a capitalist partner cannot contribute an
additional share to the capital because of insolvency.
Can X be obliged to sell his interest to the other
partners on the ground of such refusal?
A. Yes, X’s refusal to contribute his additional share
reflects his lack of interest in the continuance of the
1791 partnership
B. No, because there is actually no imminent loss of
the business.
C. Yes, provided that X is paid the value of his interest
D. No, because his refusal is justifiable
1792
Tom is indebted for P5,000.00 to MAC Company, a partnership managed by Mio to
whom Tom also owes P10,000. The two debts which are both demandable are
unsecured. Tom remits P4,500.00 to Mio in payment of his debt to him. Accordingly,
Mio issues a receipt for his own credit. To which credit should the payment be
applied?
A. Mio’s credit because the payment made by Tom is intended for his debt to Mio
who issues his own receipt
B. To both the partnership credit and Mio’s credit proportionately at P1,500 and
P3,000 respectively.
C. To Mio’s credit because its amount is greater than that of the partnership credit
P&L SHARING
1. In accordance with any existing agreement between the partners as to how they
will share
2. If there was no agreement, then the parties shall share on a pro-rata basis
3. The industrial partners shall get what is JUST & EQUITABLE in the
circumstances
ART 1797
A, B & C are partners. Their contributions are as follows: A, P60,000, B, P40,000;
and C- services. The partners did not agree on how to divide profits and losses. If
there is a loss of P10,000, how should the said loss of P10,000 be shared by the
partners?
A. A- P6,000; B- P 4,000; C- nothing
B. A- P 3,000; B- P2,000; C- P5,000
C. A- P3,500; B-P3,500; C-P3,500
D. A-P3,500; P2,500; C-P4,000
ART 1800
When a partner has been appointed manager in the articels of partnership, he may be
removed without just cause by the vote of the partner owning the controlling interest
A and B are partners. A being the managing partner, invited C to associate with him
in his share in the partnership. What are the right of the partners?
A.A may have C an associate in his share even without B’s consent
B. A may not have C as an associate because he is already B’s partner
C. C may become a partner upon invitation of A, the managing partner
D. may refuse to accept C as A’s associate due to conflict of interest
1810
Which of the following is not a property right of a partner?
A. His rights in specific partnership property
B. His interest in the partnership
C. His right to participate in the management
D. To demand true and full information of all things affecting the partnership
1813
Dan & Den have been partners for more than 5 years in the purified water business.
At the start of the sixth year, Dan assigned his interest in the partnership to Tim, but
Den objected on the ground that he did not want Tim to be his partner
A. Tim automatically became a partner of Den when Dan conveyed his interest to
him
B. Dan and Den continue to be partners despite Dan’s conveyance of his interest to
Tim
C. The partnership between Dan and Den was automatically dissolved when Dan
conveyed his interest to Tim
D. The conveyance by Dan of his interest in the partnership to Tim entitled the latter
to inspect the books, and participate in the management, of the partnership.
1815
A and B formed a general partnership and contributed P500,000 each. C, a brother-
in-law of A, allowed his name to be included in the partnership firm name. The
partnership became insolvent and there remains unpaid partnership obligation to X
to the tuner of P60,000. X can compel:
A. Either A or B to pay the P60,000 liability
B. Any of A, B and C to pay the P60,000 liability
C. A and B to pay P30,000 each
D. A, B and C to pay P20,000 each
ART 1817
1816
A, B & C formed a general partnership with a gross capital of P90,000. They agree
that the profit and loss sharing is : A- 50%, B-25%, C-25%. Upon dissolution and
after exhausting the partnership capital, X has still a collectible amount of P30,000
from the firm. How much can X collect from C alone.
A. P7,500
B. P15,000
C. P30,00
D. P10,000
1816
In the preceding question, supposing there is no profit and loss sharing and A
contributed P24,000; B-P21,000, C-P15,000. How much is the obligation of C to X?
A. P 30,000
B. P 15,000
C. P7,500
D. P10,000
1816
In the above example, supposing A is an industrial partner, how much will A give X
as his share?
A. Nothing
B. P15,000
C. P7,500
D. P10,000
1816
A, B & C capitalist partners, contributed P10,000 and D, the industrial partner
contributed his services. Suppose X, is the creditor of the firm to the amount of
P90,000, after getting the P30,000 assets of the partnership
A. X can recover P20,000 each from A, B & C only
B. X can recover P60,000 from either A, B or C
C. X can recover P15,000 each from A, B, C & D
D. X can recover P15,000 each from A, B & C but D is exempt because he is an
industrial partner
A, B, C & D are partners. Their contributions are as follows: A-P50,000; B-
P30,000; C-P20,000; D- services. The partnership incurred obligations to third
persons which the firm was unable to pay. After exhausting the assets of the
partnership, there still unpaid balance of P10,000. Who are liable for the payment of
the unpaid balance of P10,000? How much each?
A.A-P5,000; B-P3,000; C-P2,000; D- nothing
B.A-P2,500; B-2,500; C-P2,500; D- P2,500
C.A-P4,000; B-P3,000; C-P2,000; D- P1,000
D.A-P4,000; B-P4,000; C-P2,000; D-nothing
1826
A person admitted as a partner into an existing partnership shall be liable up to the
extent of his separate assets for what obligations?
A. Obligations of the partnership existing at the time of his admission only if there
was a stipulation
B. Obligations of the partnership incurred after his admission only if there was a
stipulation
C. Obligations of the partnership incurred before and after his admission even if
there as no stipulation
D. Obligations of the partnership incurred before his admission if there was a
stipulation and those incurred after his admission even if there was no stipulation.
DISSOLUTION &
WINDING UP
A. Without violation of agreement
1. Termination of the term or particular undertaking
1830- 2. Express will of any partner
3. Express will of all partners
CAUSES 4. Expulsion of any partner
OF B. In violation of the partnership agreement
C. If the business becomes unlawful
AUTOMAT D. Loss of a specific thing contributed to the partnership
IC
1. When specific thing is contributed
Loss before delivery
DISSOLUT Loss after delivery
ION
2. When only the use of the object is contributed
E. Death of any partner
F. Insolvency
G. Civil interdiction of any partner
1831- Insanity of a partner
DISSOLUT Incapacity of a partner
Guilty of a conduct
ION BY Willful violation of agreement
JUDICIAL Business can be carried on only at a loss
DECREE Other circumstances rendering dissolution
equitable
1839- ORDER OF PAYMENT
DURING LIQUIDATION
Partnership Assets:
1. Partnership Creditors
2. Liabilities to Partners
3. Partners Capital
Separate Property:
4. Separate Creditors
5. Partnership Creditors
6. Owing to Partners by way of contribution
1839
If a partner is insolvent, the first order of preference in the distribution of his assets
is:
A. Partner’s contribution to the partnership
B. Partnership creditor
C. Separate creditor of the partner
D. Pro-rata between the separate creditors and partnership creditors
1839
Which of the following statements is incorrect?
A. Partnership creditors are preferred as to partnership assets
B. Partnership creditors are preferred as to each partner’s separate assets
C. A partner’s separate creditors are preferred as to the partner’s separate assets
D. A partner’s separate creditors may attach a partner’s share in the partnership
assets
A, B and C are partners of ABC Co. by contributing P10,000 (A), P20,000 (B) and
services (C), respectively, to the capital. After 5 years, the assets of the partnership is
only P9,000. The share of C in the remaining asset is
A. Equal to the share of A
B. Equal to the share of B
C. P9,000
D. Nothing
LIMITED PARTNERSHIP
Bam, Om & Nem want to form a partnership with Bam contributing P500,000; Om,
office equipment; and Nem, his services. If the three were to form a limited
partnership, who among them will be the limited partners?
A. Either Bam or Om or both of them
B. Either Om or Nem or both of them
C. Either Bam or Nem or both of them
D. All the three must be limited partners
