Compositon of Parnerships; Spouses; Corporatons Corporatons (1994) 1) Can a husband and wife form a limited partnership to engage in real estate business, with the wife being a limited partner? SUGGESTED ANSE!" Yes. While spouses cannot enter into a universal partnership, they can enter into a limited partnership or be members thereof (C! u. "uter, etal. #$ "C!% 1&#).
#) Can two corpora'ons organie a general partnership under the Civil Code of the hilippines? SUGGESTED ANSE!" %s a general rule, a corpora'on may not form a general partnership with another corpora'on or an individual because a corpora'on may not be bound by persons who are neither directors nor o*cers of the corpora'on. +owever, +owever, a corpora'on may form a general partnership with another corpora'on or an individual provided the following condi'ons are met a) -he %r'cles of ncorpora'on of the corpora'on epressly allows the corpora'on to enter into partnerships/ b) -he %r'cles of artnership must provide that all partners will manage the partnership, and they shall be 0ointly and severally liable/ and c) n case of a foreign corpora'on, it must be licensed to do business in the hilippines. ) Can a corpora'on and an i ndividual form a general partnership? SUGGESTED ANSE!" 2o. % corpor corpora'o a'on n may may not be a genera generall partne partnerr becaus because e the principle of mutual agency in general partnership will violate the corpora'on law principle that only the board of directors may bind the corpora'on. Con#e$an%e of a Parner&s Share Disso'uton (199) 3ielle, 4arlo and 5na are general partners in a merchandising 6rm. +aving contributed e7ual amounts to the capital, they also agree on e7ual distribu'on of whatever net pro6t is realied per 6scal period. %8er two years years of opera'on opera'on,, however however,, 5na conveys conveys her whole interest in the partnership to 9us'ne, without the :nowledge and consent of 3ielle and 4arlo. 1. s the partnership dissolved? 1#;< SUGGESTED ANSE!" 1. 2o, 2o, a conv convey eyan ance ce by a part partne nerr of his his whol whole e inte intere rest st in a partnership does not of itself dissolve the partnership in the absence of an agreement. (%rt. 1=1. Civil Code) #. What are the rights rights of 9us'ne 9us'ne,, if any any, should should she desire desire to par'ci par'cipat pate e in the manage managemen mentt of the partner partnershi ship p and in the distribu'on of a net pro6t of >.. which was realied a8er her purchase of 5na@s interest? A;< SUGGESTED ANSE!" #. 9us'ne cannot interfere interfere or par'cipate par'cipate in the management management or admini administr stra'o a'on n of the partne partnersh rship ip busine business ss or aBair aBairs. s. "he may may, however, receive the net pro6ts to which 5na would have otherwise been en'tled. n this case, 1#. (%rt. 1=1, Civil Code) Disso'uton of Parnership (199) auline, atricia and riscilla formed a business partnership for the purpose of engaging in neon adver'sing for a term of 6ve (&) years. aul aulin ine e subs subse7 e7ue uent ntly ly assi assign gned ed to hil hilip ip her her inte intere rest st in the the partnership. When atricia and riscilla learned of the assignment, they decided to dissolve the partnership before the epira'on of its term as they had an unproduc've business rela'onship with hilip in the past. n the other hand, unaware of the move of atricia and riscilla riscilla but sensing sensing their nega've nega've reac'on reac'on to his ac7uisi'on of
aul aulin ine@ e@ss inte intere rest st,, hil hilip ip simu simult ltan aneo eous usly ly pe'' pe''on oned ed for for the the dissolu'on of the partnership. s the dissolu'on done by atricia and riscilla without the consent of auline or hilip valid? Dplain. SUGGESTED ANSE!" 5nder %rt. 1= (1) (c) of the 2CC, the dissolu'on dissolu'on by atricia atricia and riscilla is valid and did not violate the contract of partnership even though auline and hilip did not consent thereto. -he consent of auli auline ne is not necess necessary ary becaus because e she had alread already y assign assigned ed her interest to hilip. -he consent of hilip is not also necessary because the assignment to him of auline@s interest did not ma:e him a partner, partner, under %rt, 1=1 of the 2CC. A*TE!NAT+,E A*TE!NAT+,E ANSE!" nterpre'ng %rt. 1= (1) (c) to mean that if one of the partners had assigned his interest on the partnership to another the remaining partners may not dissolve the % should be hired as "ecretary. -he decision for the hiring partnership, the dissolu'on by atricia and riscilla without the consent of auline or hilip is not valid.
#. 3oes hilip have any right to pe''on for the dissolu'on of the partnership before the epira'on of its speci6ed term? Dplain. SUGGESTED ANSE!" #. 2o, hilip has no right right to pe''on for dissolu'on because he he does not have the standing of a partner (%rt. 1=1 2CC). Disso'uton of Parnership; Terminaton Terminaton (199-) %, E and C formed a partnership for the purpose of contrac'ng with the Fovernment in the construc'on of one of its bridges. n 9une , 1GG#, a8er comple'on of the pro0ect, the bridge was turned over by the partne partners rs to the Fovernm Fovernment ent.. n %ugust %ugust , 1GG#, 1GG#, 3, a supplier of materials used in the pro0ect sued % for collec'on of the indebtedness to him. % moved to dismiss the complaint against him on the ground that it was the %EC partnership that is liable for the debt. 3 replied that %EC partnership was dissolved upon comple'on of the pro0ect for which purpose the partnership was formed. Will you dismiss the complaint against % f you were the 9udge? SUGGESTED ANSE!" %s 9udge, would not dismiss the complaint against %. because % is s'll liable as a general partner for his pro rata share of 1H (%rt. 1=1>, C. C.9. 3issolu'on of a partnership caused by the termina'on of the par'cular underta:ing speci6ed in the agreement does not e'nguish obliga'ons, which must be li7uidated during the Iwinding upI of the partnership aBairs (%r'cles 1=#G and 1=. par. 1Ja, Civil Code). E.e% of Deah of Parner (199/) Will the death of a partner terminate the partnership? SUGGESTED ANSE!" Yes. -he -he death death of a partne partnerr will will termin terminat ate e the partne partnersh rship, ip, by epress provision of par. par. &, %rt. 1= of the Civil Code. 0'i2atons of a Parner (1993) W, K, Y and L organied a general partnership with W and K as industrial partners and Y and L as capitalist partners. Y contributed &,. and L contributed #,. to the common fund. Ey a unanimous vote of the partners, W and K were appointed managing partners, without any speci6ca'on of their respec've powers and du'es. % applied for the posi'on of "ecretary and E applied for the posi'on of %ccountant of the partnership. -he hiring of % was decided upon by W and K, but was opposed by Y and L. -he hiring of E was decided upon by W and L, but was opposed by K and Y.
Who of the applicants should be hired by the partnership? Dplain and give your reasons. SUGGESTED ANSE!" -he hiring of % prevails because it is an act of administra'on which can be performed by the duly appointed managing partners, W and K. E cannot be hired, because in case of a 'e in the decision of the managing partners, the deadloc: must be decided by the partners owning the controlling interest. n this case, the opposi'on of K and Y prevails because Y owns the controlling nterest (%rt. 1=1, Civil Code). 0'i2atons of a Parner; +nusria' Parner (3551) 9oe and !udy formed a partnership to operate a car repair shop in Mueon City. 9oe provided the capital while !udy contributed his labor and industry. n one side of their shop, 9oe opened and operated a coBee shop, while on the other side, !udy put up a car accessories store. Nay they engage in such separate businesses? Why? A&;< SUGGESTED ANSE!" 9oe, the capitalist partner, may engage in the restaurant business because it is not the same :ind of business the partnership is engaged in. n the other hand, !udy may not engage in any other business unless their partnership epressly permits him to do so because as an industrial partner he has to devote his full 'me to the business of the partnership A%rt. 1$=G, CC).
