Partnership Bar Exam
Partnership Bar Exam
Partnership Bar Exam
The hiring of B was decided upon by W and Z, but was Obligations of Partnership/Partners to Third Persons
opposed by X and Y. (2010 Bar Question)
A, B, and C entered into a partnership to operate a
Who of the applicants should be hired by the restaurant business. When the restaurant had gone
partnership? Explain and give your reasons. past break-even stage and started to gamer
considerable profits, C died. A and B continued the
SUGGESTED ANSWER: business without dissolving the partnership. They in fact
A should be hired as Secretary. The decision for the opened a branch of the restaurant, incurring obligations
hiring of A prevails because it is an act of administration in the process. Creditors started demanding for the
which can be performed by the duly appointed payment of their obligations.
managing partners, W and X.
What are the creditors’ recourse/s? Explain.
B cannot be hired, because in case of a tie in the
decision of the managing partner, the deadlock must be SUGGESTED ANSWER:
decided by the partners owning the controlling interest. Creditors can file the appropriate actions, for instance,
In this case, the opposition of X and Y prevails because Y an action for the collection of sum of money against the
owns the controlling interest (Art. 1801, Civil Code). “partnership at will” and if there are no sufficient funds,
the creditors may go after the private properties of
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PARTNERSHIP BAR EXAM
Aand B (Article 1816,New Civil Code). Creditors may also SUGGESTED ANSWER:
sue the estate of C. The estate is not excused from the A. The two remaining partners, A and B, are liable.
liabilities of the partnership even if C is dead already but When any partner dies and the business is continued
only up to the time that he remained a partner (Article without any settlement of accounts as between him or
1829, 1835, par. 2; NCC, Testate Estate of Mota v. his estate, the surviving partners are held liable for
Serra, 47 Phil. 464 [1925]). However, the liability of C’s continuing the business despite the death of C (Articles
individual property shall be subject first to the payment 1841, 1785, par. 2, and 1833 of the New Civil Code).
of his separate debts (Article 1835,New Civil Code).
B. Creditors can file the appropriate actions, for
(1993 Bar Question) instance, an action for the collection of sum of money
A, B and C formed a partnership for the purpose of against the “partnership at will” and if there are no
contracting with the Government in the construction of sufficient funds, the creditors may go after the private
one of its bridges. On June 30, 1992, after completion of properties of A and B (Article 1816, New Civil Code).
the project, the bridge was turned over by the partners Creditors may also sue the estate of C. The estate is not
to the Government. On August 30, 1992, D. a supplier of excused from the liabilities of the partnership even if C
materials used in the project sued A for collection of the is dead already but only up to the time that he
indebtedness to him. A moved to dismiss the complaint remained a partner (Article 1829, 1835, par. 2; NCC,
against him on the ground that it was the ABC Testate Estate of Mota v. Serra, 47 Phil. 464 [1925]).
partnership that is liable for the debt. D replied that However, the liability of C’s individual property shall be
ABC partnership was dissolved upon completion of the subject first to the payment of his separate debts
project for which purpose the partnership was formed. (Article 1835, New Civil Code).
Will you dismiss the complaint against B if you were the
judge? (1997 Bar Question)
Stating briefly the thesis to support your answer to each
SUGGESTED ANSWER: of the following cases, will the death – of a partner
As Judge. I would not dismiss the complaint against A terminate the partnership?
because A is still liable as a general partner for his pro
rata share of 1/3 (Art. 1816, C. C.). Dissolution of a SUGGESTED ANSWER:
partnership caused by the termination of the particular Yes. The death of a partner will terminate the
undertaking specified in the agreement does not partnership, by express provision of par. 5, Art. 1830 of
extinguish obligations, which must be liquidated during the Civil Code.
the “winding up" of the partnership affairs (Articles
1829 and 1830, par. 1-a, Civil Code).
(1995 Bar Question)
Dissolution Pauline, Patricia and Priscilla formed a business
(2010 Bar Question) partnership for the purpose of engaging in neon
A, B, and C entered into a partnership to operate a advertising for a term of five (5) years. Pauline
restaurant business. When the restaurant had gone subsequently assigned to Philip her interest in the
past break-even stage and started to gamer partnership. When Patricia and Priscilla learned of the
considerable profits, C died. A and B continued the assignment, they decided to dissolve the partnership
business without dissolving the partnership. They in fact before the expiration of its term as they had an
opened a branch of the restaurant, incurring obligations unproductive business relationship with Philip in the
in the process. Creditors started demanding for the past. On the other hand, unaware of the move of
payment of their obligations. Patricia and Priscilla but sensing their negative reaction
to his acquisition of Pauline’s interest, Philip
simultaneously petitioned for the dissolution of the
A. Who are liable for the settlement of the partnership’s partnership.
obligations? Explain?
B. What are the creditors’ recourse/s? Explain. 1. Is the dissolution done by Patricia and Priscilla
without the consent of Pauline or Philip valid? Explain.
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PARTNERSHIP BAR EXAM
2. Does Philip have any right to petition for the
dissolution of the partnership before the expiration of (1987 Bar Question)
its specified term? Explain. Tomas, Rene and Jose entered into a partnership under
the firm name “Manila Lumber.” Subsequently, upon
SUGGESTED ANSWER: mutual agreement, Tomas withdrew from the
1. Under Art. 1830 (1) (c) of the NCC, the dissolution by partnership and the partnership was dissolved.
Patricia and Priscilla is valid and did not violate the However, the remaining partners, Rene and Jose, did
contract of partnership even though Pauline and Philip not terminate the business of “Manila Lumber.” Instead
did not consent thereto. The consent of Pauline is not of winding up the business of the partnership and
necessary because she had already assigned her liquidating its assets, Rene and Jose continued the
interest to Philip, The consent of Philip is not also business in the name of “Manila Lumber” apparently
necessary because the assignment to him of Pauline’s without objection from Tomas. The withdrawal of
interest did not make him a partner, under Art. 1813 of Tomas from the partnership was not published in the
the NCC. newspapers.
SUGGESTED ANSWER:
(E) None of the above is completely accurate.
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