1.
A, B and C formed the ABC partnership. A contributed P500,000, B
contributed land, and C contributed nothing. Is there a partnership? Explain. (5
pts.)
- There is no ABC partnership because the partners must have a mutual
contribution of money, property, or industry to a common fund. C contribute
nothing, therefore there is no partnership.
2.
Mr. A contributed his car in the XYZ partnership. He maintains that since it is
his contribution, the car is his. Is Mr. A correct? Explain.(5 pts.)
- Mr. A is wrong. Once a partner contributed something, the thing that was
contributed will be now under the name of the partnership. It will become a
property of the partnership and not on the particular partner even though he’s
the one who contributed it.
3.
What are the rights of a juridical person? (3pts)
- Rights of a juridical person:
a. right to acquire property
b. right to incur obligations
c. right to sue and be sued
4.
Mr. A presented himself as a partner in the BCD partnership even though he is
not. The partnership incurred losses and Mr. A was being held liable. He
contends that he is not really a partner and therefore should not be held liable
What kind of partner is Mr. A? Explain. (5pts.)
- Mr. A can be misinterpreted as partner by estoppel but if we deeply analyze
the question, he is not a partner, not a partner by estoppel. It is not stated that
some or all of the existing partners agreed or gave consent to the
representation of Mr. A as a partner. If ever the existing partners consented,
then he is.
a.
b.
Should he be held liable for partnership liabilities? Explain. (5pts.)
-Mr. A is not liable. In here A is a not partner by estoppel, even though at first
he himself represented that he is a partner, but a consent from other existing
partners is needed. It can be assumed that Mr. A is only being recognized by
the partnership because there is a loss that is incurred, but he can’t be liable
for such loss because at the first place, there is no consent from the other
partners for him to be recognized as a partner (partner by estoppel). And if
ever Mr. A is a partner by estoppel, he is still not liable for partnership
liabilities, not all liabilities to be exact. If ever there is a consent from other
existing partners, Mr. A can be held liable with the specific losses jointly or prorata with the other partners that is incurred on the transactions that he
represented that he is a partner.
Identification:
(1) Capitalist partner, whose contribution is money or property;
(2) Industrial partner, contribution is only his industry;
(3) General partner, whose liability to third persons extends to his separate property;
(4) Limited partner, whose liability to third persons is limited to his capital contribution;
(5) Managing partner, who was designated to manage the affairs or business of the
partnership;
(6) Liquidating partner, who takes charge of the winding up of partnership affairs;
(7) Partner by estoppel, who is not really a partner but is liable as such for the protection
of innocent third persons;
(8) Continuing partner, who continues the business after dissolution of the partnership
by admission of a new partner, or retirement, death or expulsion of existing partners;
(9) Surviving partner, who remains a partner after dissolution by death of any partner;
(10) Subpartner, who is not a member of the partnership but contracts with a partner
with regard to the share of the latter in the partnership;
(11) Ostensible partner, who takes active part in the business of the partnership and is
known by the public;
(12) Secret partner, who takes active part in the business, but is unknown to the third
persons as a partner;
(13) Silent partner, who does not take active part in the business, but may be known to
be a partner by third persons;
(14) Dormant partner, who does not take active part in the business and is not known or
held out as a partner;
(15) Incoming partner, who is about to be taken as a member into an existing
partnership;
(17) Retiring partner, who is withdrawing from the partnership.
Choices:
1.
2.
3.
4.
5.
6.
7.
8.
9.
10.
11.
12.
13.
14.
15.
16.
17.
Dormant partner
Original partner
Incoming partner
Retiring partner
Subpartner
Ostensible partner
Secret partner
Silent partner
Capitalist partner
Industrial partner
General partner
Limited partner
Managing partner
Liquidating partner
Partner by estoppel
Continuing partner
Surviving partner