Partnership 2024

Question 1

Partnership - Key Attributes

1.13
Consensual but
Weak juridical personality - Explain

Answer 1

Personality is granted even if the partnership is Not registered

Its personality is Distinct from the partners

Question 2

Partnership - Key Attributes

2.13
Agreement to contribute MPI money property industry to a Common Fund w/
Joint Interest in the profits or losses - Explain

Answer 2

Share of profits must come from the equity position and some other role

Question 3

Partnership - Key Attributes

3.13
Object must be Lawful - Explain

Answer 3

Then the partnership is Void

Question 4

Partnership - Key Attributes

4.13
Intention by the partners to DIVIDE profits - Explain

Answer 4

Partnership is for the common Interest of the partners

Question 5

Partnership - Key Attributes

5.13
Objective is For PROFIT - Explain

Answer 5

if objective is other than this - then its a Co-Ownership

Question 6

Partnership - Key Attributes

6.13
Delectus Personae - Explain

Answer 6

There must be the DESIRE to formulate an active UNION with people among whom there exists MUTUAL confidence and trust

Question 7

Partnership - Key Attributes

7.13
There is Mutual Agency - Explain

Answer 7

Means Acts of any partner BIND the partnership

Question 8

Partnership - Key Attributes

8.13
A Capitalist partner (including Industrial) is subject to Unlimited Liability

Answer 8

C or I partners are liable PRO RATA with their separate properties ( after all partnership assets have been exhausted )

Question 9

Partnership - Key Attributes

9.13
Partners are Debtors to the partnership to the extent of their committed contributions

Answer 9

If they fail to do so, they are liable to pay Damages plus Interest

Question 10

Partnership - Key Attributes

10.13
Industrial partners contribute their service - Explain

Answer 10

They cannot engage in a business for themselves

Question 11

Partnership - Key Attributes

11.13
Presumption on being a partner - When

Answer 11

Receipt of a share in Net Profits is prima facie evidence that the person is a partner

Question 12

Partnership - Key Attributes

12.13
There can be a partner by Estoppel

Answer 12

Not really a partner but
Because of his acts, he has LED third parties to believe so.

Question 13

Partnership - Key Attributes

13.13
Term of Partnership - explain

Answer 13

Either
Fixed or
coterminous with completion of particular undertaking
or to last at the will of the partners

Question 14

Universal Partnership vs
General Partnership

Answer 14

UP - partner contributes all his property

GP - contributes determinate things, or specific undertaking, or exercise of profession or vocation

UP - must be expressly stipulated as such
GP - The general rule; default

Question 15

Capitalist partner vs
Industrial partner

1.4
On contribution

Answer 15

CP - contributes money or property
IP - contributes services

Share in profits of
CP - based on agreement; if none, use pro-rata of contribution
IP - based on just and equitable share

Losses
CP- based on agreement; if none, use agreement as to Profits
IP - same as above

Question 16

Capitalist partner vs
Industrial partner

4.4
Engage in other Business

Answer 16

CP cannot engage in competing business
IP cannot engage in ANY business at all except if partnership consents

Question 17

What are the Rights of Partners?

Answer 17

Property Rights
a. Rights in property
b. Right to share in profits and surplus
c. Right to participate in the management

Right to associate with another person in his share

Right to ask for dissolution of the firm

NOTE: For matters not covered by the partnership agreement, MAJORITY rule gets to decide

Question 18

What are the Duties of Partners?

Answer 18

Duty to contribute what was promised

Duty to deliver the fruits of what should be delivered

Duty to warrant against eviction for the property contributed

Question 19

What are the Consequences of a Mutual Agency?

Answer 19

GR: Representation of a partner, BIND the partnership, if acting within scope of his authority

Question 20

Termination of Partnership

Dissolution vs
Winding Up

Answer 20

Dissolution is the Change in the relationship of the partners by an Act, Insolvency or Death of a partner

Winding up is the process of settling business affairs after dissolution

Question 21

Limited Partnership

1.5
Requirements

Answer 21

1. Signature under oath
2. Filing for record of certificate in SEC

Question 22

Limited Partnership

2.5
Conflicts Rule:
Governing capacity of a Limited partner

Answer 22

if a gen partner in ltd pr goes abroad,

ltd partners capacity to bind the firm is governed by the law where the partnership is formed

Question 23

Limited Partnership

3.5
Effect of Taking Part in the control of the Business

Answer 23

makes the ltd partner liable as a general partner

Question 24

Limited Partnership

4.5
Rights of a Limited partner

Answer 24

inspect copy books

receive share of profits

Question 25

Limited Partnership

5.5
Liabilities of a Partner

Answer 25

for unpaid contribution