ChanRobles Internet Bar Review : ChanRobles Professional Review, Inc.

5/13/2011

Civil Law

Definition
1989 Bar Exam Question No. 9(2)

PARTNERSHIP

a. Yes, because there was an agreement

to contribute to a common fund.
b. Yes, because the intention of dividing
the profits between X & Y is clear in
their agreement.
c. No, as there was no partnership as the
agreement was not put into writing.
d. No, because Y gave the amount of
P4,000 to X as financial
assistance, thus a loan.

Ba
r

Prof. Crisostomo A. Uribe

Ba

bl

es

Distinguished from other Legal Relationships

1988 Bar Exam Question No. 2(a)

es

an

Partnership

bl

17%

Distinguish co-ownership from partnership.

a. It has juridical personality
b. Created not only by agreement of the
parties but also by law
c. Purpose is to make profits
d. Profits are divided in accordance with
their stipulation.

Ba

Property Rights

an

50%

Nature, Distinguished from,

Capacity, Kinds of Partnerships

bl

es
o
bl

1) Can a husband and wife form a limited partnership

to engage in real estate business, with the wife
being a limited partner?
a.
b.

an

(2) X used his saving from his salaries amounting

to a little more than P2,000 as capital in establishing
a restaurant. Y gave the amount of P4,000 to X
as financial assistance with the understanding that
Y would be entitled to 22% of the annual profits
derived from the operation of the restaurant. After
the lapse of 22 years, Y filed a case demanding his
share in the said profits. X denied that there was
a partnership and raised the issue of prescription, as
Y did not assert his rights anytime within ten (10)
years from the start of the operation of the
restaurant.
Is Y a partner of X in the business? Why?

Essential Elements
1994 Bar Exam Question No. 5 (1)

Yes, as long as they have a complete separation

of property regime.
Yes, because they are prohibited to form a
universal partnership only.
No, because spouses are prohibited from
entering into any kind of partnership.
No, because the wife cannot contribute either
money or property.

Definition
1989 Bar Exam Question No. 9(2)

an

Ba

es

Dissolution

33%

c.

d.

1
www.chanroblesbar.com : www.chanroblesbar.com.ph

ChanRobles Internet Bar Review : ChanRobles Professional Review, Inc.

5/13/2011

Essential Elements
1994 Bar Exam Question No. 5 (2)
2)

Classification of Partnerships : As to Term

1993 Bar Exam Question No. 10
A, B and C formed a partnership for the purpose of
contracting with the Government in the construction
of one of its bridges. On June 30, 1992, after
completion of the project, the bridge was turned
over by the partners to the Government. On August
30, 1992, D, a supplier of materials used in the
project sued A for collection of the indebtedness to
him. A moved to dismiss the complaint against him
on the ground that it was the ABC partnership that
is liable for the debt. D replied that ABC partnership
was dissolved upon completion of the project for
which purpose the partnership was formed.

Can two corporations organize a general

partnership under the Civil Code of the Philippines?

Ba
r

a. Yes, as long as such power is stated in their

respective Articles of Incorporation.
b. Yes, this is included in the implied powers of a
corporation.
c. No, because the Civil Code expressly prohibits
corporations from entering into a contract of
partnership.
d. No, because a corporation may not be bound by
persons who are neither directors nor officers of
the corporation.

Will you dismiss the complaint against A if you were

the judge?

10

Ba

bl

es

an

c.

(c) An oral partnership is valid.

bl

11

Essential Elements : Form

2009 Bar Exam Question No. I(c)Part I

es
Classification of Partners : According to their contribution

2001 Bar Exam Question No.XIII: (5%)

a. True, is not covered by the Statute of

Frauds.
b. True, the law does not require a
particular form of the contract for its
validity.
c. False, because if an immovable is
contributed and there is no inventory,
the partnership is void.
d. False, because if an immovable is
contributed, the contract must be in a
public instrument.

o
bl

an

Ba

d.

Ba

b.

Yes, because the partnership was for a

particular undertaking and therefore was
dissolved upon completion of the project for
which purpose the partnership was formed.
Yes, because the Partnership is the one
liable for the materials used in the project.
No, because A is solidarily liable with the
partnership for the materials used in the
project.
No, because A is subsidiarily liable as a
general partner for his pro rata share.

es

a.

TRUE or FALSE. Answer TRUE if

the statement is true, or FALSE if the
statement is false.

bl

h
C

Classification of Partnerships : As to Term

1993 Bar Exam Question No. 10

es

an

Essential Elements : Form

2009 Bar Exam Question No. I(c)Part I

an

Joe and Rudy formed a partnership to

operate a car repair shop in Quezon City.
Joe provided the capital while Rudy
contributed his labor and industry. On one
side of their shop, Joe opened and operated
a coffee shop, while on the other side,
Rudy put up a car accessories store.

12

2
www.chanroblesbar.com : www.chanroblesbar.com.ph

ChanRobles Internet Bar Review : ChanRobles Professional Review, Inc.

5/13/2011

Property Rights : Interest in the Partnership

1997 Bar Exam Question No.XVII

Classification of Partners : According to their contribution

2001 Bar Exam Question No.XIII: (5%)

May they engage in such separate businesses?
Why?
a. Yes, a partner can engage in any business even
without the consent of the other partners.
b. No, a partner cannot engage in any business
without the express consent of the other
partners.
c. Joe can operate the coffee shop even without
the consent of Rudy.
d. Rudy can put up a car accessories store even
without the consent of Joe because it
complements the business of the partnership.

Dielle, Karlo and Una are general partners in a

merchandising firm. Having contributed equal
amounts to the capital, they also agreed on equal
distribution of whatever net profit is realized per
fiscal period. After two years of operation, however,
Una conveys her whole interest in the partnership to
Justine, without the knowledge and consent of Dielle
and Karlo.

Ba
r

What are the rights of Justine, if any, should she

desire to participate in the management of the
partnership and in the distribution of a net profit of
P360,000.00 which was realized after her purchase
of Unas interest? (3%)

16

Ba

bl

es

13

an

c.

es

d.

bl

Is the partnership dissolved? (2%)

14

17

Property Rights : Interest in the Partnership

1997 Bar Exam Question No.XVII
Is the partnership dissolved? (2%)

es

Property Rights :
Right to Participate in the Management of the Business

o
bl

an

Ba

b.

Justine is entitled to participate in the

management of the partnership, however, she
will not have a share in the profits.
Justine is entitled to participate in the
management of the partnership and she is
entitled to 1/3 share in the profits.
Justine is not entitled to participate in the
management of the partnership, however, she
is entitled to 1/3 share in the profits.
Justine is not entitled to participate in the
management of the partnership. Neither is she
entitled to a share in the profits.

Ba

a.

bl

Dielle, Karlo and Una are general partners

in a merchandising firm. Having contributed
equal amounts to the capital, they also
agreed on equal distribution of whatever
net profit is realized per fiscal period. After
two years of operation, however, Una
conveys her whole interest in the
partnership to Justine, without the
knowledge and consent of Dielle and Karlo.

Property Rights : Interest in the Partnership

1997 Bar Exam Question No.XVII

es

an

Property Rights : Interest in the Partnership

1997 Bar Exam Question No.XVII

1992 Bar Exam Question No. 12

W, X, Y and Z organized a general partnership with

W and X as industrial partners and Y and Z as
capitalist partners. Y contributed P50,000.00 and Z
contributed P20,000.00 to the common fund. By a
unanimous vote of the partners, W and X were
appointed managing partners, without any
specification of their respective powers and duties.
A applied for the position of Secretary and B applied
for the position of Accountant of the partnership.
The hiring of A was decided upon by W and X, but
was opposed by Y and Z.
The hiring of B was decided upon by W and Z, but
was opposed by X and Y.

an

a. Yes, because Justine became a partner

of Dielle and Karlo.
b. Yes, because the assignment of Unas
interest in the partnership to Justine is
void as it was without the knowledge
and consent of Dielle and Karlo.
c. No, because Justine did not become a
partner with the assignment.
d. No, because the assignment was
without the knowledge and consent of
Dielle and Karlo

Who of the applicants should be hired by the

partnership? Explain and give your reasons.
15

18

3
www.chanroblesbar.com : www.chanroblesbar.com.ph

ChanRobles Internet Bar Review : ChanRobles Professional Review, Inc.

5/13/2011

Property Rights :
Right to Participate in the Management of the Business

Property Rights :
Right to Participate in the Management of the Business

1992 Bar Exam Question No. 12

1981 Bar Exam Question No. 14(1)

b.

c.
d.

Neither A nor B, because in a joint management

by 2 or more partners, the unanimous consent
of all the partners is necessary for the act to
bind the partnership.
A only because in a joint management by 2 or
more partners, an act of administration may
bind the partnership if it is a unanimous act of
the managing partners even if opposed by the
other partners.
Neither A nor B, because the partner having
controlling interest opposed the appointments.
Both A and B because the opposing partners
failed to outnumber the partners who made or
agreed to the appointments.

1. Could A alone, opposed by B and C, have

C removed as manager? Explain.
a.
b.
c.

Ba
r

a.

d.

Yes, because a managing partner requires trust

and confidence of all partners.
Yes, because A has controlling interest in the
partnership.
No, because the removal of a partner named in
the Articles of Partnership requires the
unanimous consent of the partners.
No, because he can be removed only for a just
cause by partners having controlling interest.

22

Ba

bl

es

19

Power to revoke

n/a

2. Solidary
Management
- 2 or more
Art. 1801

Without specification of their

respective duties or without
stipulation that one of them
shall not act without the
consent of all others.
Each one may separately execute
all acts of administration.

Majority of the
managing
partners.

Partners owning
the
controlling
Interest.

With just cause

plus partners
representing
controlling
interest.
With or without
cause plus
partners
representing
controlling
interest.

3. Joint Management
- 2 or more
Art. 1802

None of the partners shall act

without the consent of all
others.

Not valid even if

due to
absence or
disability
unless

Not valid

4. Partners as agents
Art. 1803

Management not agreed upon.

Whatever anyone of them may do
alone shall bind the
partnership.

Still binding
upon the
partnership.

n/a

es

In case of tie

Managers
decision
prevails.

Kind of
Contribution

2. Property

1. ownership
- to deliver & transfer ownership
- to warrant the thing
- liable for the fruits
Risk of Loss
- before delivery
- after delivery
2. use only
-to deliver
Risk of Loss Art. 1795
Partner unless:
1. fungible
2. cannot be kept without deteriorating
3. contributed to be sold
4. appraised in the inventory

1. Specific Performance
2. Dissolution

- to render service

1. demand for value of

service plus damages
2. specific performance?23

1. Specific Performance
2. Dissolution
3. Rescission? Art. 1838

amount promised
interest 12% unless
damages (Art. 1788)

Remedies

1.
2.
3.

Ba

es
bl

3. Industry
20

1. Could A alone, opposed by B and C, have

C removed as manager? Explain.

es
o
bl

A, B and C formed a partnership under the

following terms and conditions:
a) Participation: A 40%; B 40%; C
20%
b) A and B would supply the entire capital. C
would contribute his management expertise and be
manager for the first five years without
compensation.
c) C shall not be liable for losses.
The partnership became bankrupt.

Obligation of the Partners Among Themselves :

Participate in the Losses

I. If there is an agreement as to losses:

a. In the agreement, all partners have a share in
the losses
b. Agreement excluding a partner from losses
1.
capitalist
2.
industrial

an

1981 Bar Exam Question No. 14(1)

Property Rights :
Right to Participate in the Management of the Business

an

Ba

Obligation to make good his promised contribution /

Risk of Loss

1. Money

an

&

Remedies

Scenario/ Extent of Power

Obligations of Partners among Themselves

bl

If opposed

Appointed in the AOP

Appointed after the constitution
of the Partnership
May execute all acts of
administration despite
opposition unless he should
act in bad faith.

1. 1Manager
Art. 1800

Kind of Management

an

Property Rights of Partners

Partners Right to Participate in the Management

II. If there is no agreement as to losses:

a. but there is an agreement as to profits
b. if no agreement as to profits and losses

21

24

4
www.chanroblesbar.com : www.chanroblesbar.com.ph

ChanRobles Internet Bar Review : ChanRobles Professional Review, Inc.

5/13/2011

Dissolution : Express will of Partners

1995 Bar Exam Question No. 8

Obligation of the Partners Among Themselves

1981 Bar Exam Question No. 14(2)

Pauline, Patricia and Priscilla formed a business

partnership for the purpose of engaging in neon
advertising for a term of five (5) years. Pauline
subsequently assigned to Philip her interest in the
partnership. When Patricia and Priscilla learned of the
assignment, they decided to dissolve the partnership
before the expiration of its term as they had an
unproductive business relationship with Philip in the
past. On the other hand, unaware of the move of
Patricia and Priscilla but sensing their negative reaction
to his acquisition of Paulines interest, Philip
simultaneously petitioned for the dissolution of the
partnership.

Ba
r

A, B and C formed a partnership under the

following terms and conditions:
a) Participation: A 40%; B 40%; C
20%
b) A and B would supply the entire capital. C
would contribute his management expertise and be
manager for the first five years without
compensation.
c) C shall not be liable for losses.
The partnership became bankrupt.
2. Could C be personally held liable for debts of
the partnership not satisfied with the assets of the
partnership. Amplify.

1. Is the dissolution done by Patricia and Priscilla without

the consent of Pauline or Philip valid? Explain.

28

an

Ba

bl

es

25

Obligation of the Partners Among Themselves

es

1981 Bar Exam Question No. 14(2)

Ba

es
bl

26

29

Extra-judicial (Art. 1830)

Voluntary (Pars. 1 & 2)

c.
d.

27

In contravention of the
agreement

(a) termination of the definite

term or particular
undertaking
(b) express will of any partner,
who must act in good
faith, when no definite
term or particular
undertaking is specified
(c) By the express will of all
the partners who have not
assigned their interests or
suffered them to be
charged for their separate
debts
(d) expulsion of any partner bona fide

by the express will of any

partner at any time,
where the
circumstances do not
permit a dissolution
under any other
provision of this
article

(a) supervening
illegality

an

Yes, as long he is a limited partner.

Yes, if the other partners have knowledge of
such event.
No, because he may be substituted by another
No, because death only dissolves a partnership

Without violation of the

agreement

a.
b.

Involuntary
(Pars. 3-7)

Stating briefly the thesis to support your answer to

each of the following cases, will the death
(b) of a partner terminate the partnership?

es

Partnership
Causes of Dissolution

Dissolution : Death
1997 Bar Exam Question No. 17(b)

o
bl

an

Ba

d.

b.
c.

a. Yes, because it was made by a majority of the

partners.
b. Yes, because it was the express will of all the
partners who have not assigned their interests
c. No, because neither Pauline nor Philip consented to
the dissolution.
d. No, the assignment was valid.

Yes, because the stipulation that C shall not

be liable for losses is void.
Yes, because all partners are liable pro-rata
contracts entered into by the partnership.
No, because the stipulation that C shall not be
liable for losses is valid and binding among the
partners.
No, industrial partners cannot be held liable to
partnership obligations.

an

a.

1. Is the dissolution done by Patricia and Priscilla without

the consent of Pauline or Philip valid? Explain.

bl

2. Could C be personally held liable for debts of

the partnership not satisfied with the assets of the
partnership. Amplify.

Dissolution : Express will of Partners

1995 Bar Exam Question No. 8

(b) loss of the specific thing

- before the delivery
- after delivery when only the use
was contributed
(c) death of any partner;
(d) insolvency of any partner or
of the partnership
(e) civil interdiction of any
partner;

Judicial
(Art. 1831)
Voluntary

A.

On application by or for a
partner
(1) insanity
(2) incapacity
(3) gross misconduct
(4) willful or persistent breach
(5) The business of the
partnership can only be
carried on at a loss;
(6) Other circumstances render a
dissolution equitable.
B. On the application of the
purchaser of a partner's
interest under article 1813
or 1814:
(1) After the termination of the
specified term or
particular undertaking;
(2) At any time if the partnership
was a partnership at will
when the interest was
assigned or when the
charging order was
30issued.

5
www.chanroblesbar.com : www.chanroblesbar.com.ph