1. All present properties are contributed 8. A, B and C are partners.

A contributed his
a) Universal partnership services only; B, P20,000; and C, P10,000.
b) General partnership The partnership was liquidated. After payment
c) Limited partnership of the partnership’s obligation, only P9,000
d) None of the above worth of assets remained. The share of A will
2. Composed of capitalist and industrial equal to:
partners a) P3,000
a) Universal partnership b) Equal of share of B
b) General partnership c) Equal of share of C
c) Limited partnership 9. A and B entered into a universal partnership
d) None of the above of all present property. The common property
3. Partners shall enjoy practically all the profits: of the partnership shall be:
a) Universal partnership a) All the properties which belonged to each of
b) General partnership the partners at the time of the constitution of
c) Limited partnership the partnership.
d) None of the above b) All the properties which belonged to each of
4. They have no voice in the management of the partners after the constitution of the
partnership affairs: partnership.
a) Managing partners c) All the properties which belonged to each of
b) Silent partners the partners at the time of the constitution of
c) Both A and B the partnership as well as the profits which they
d) None of the above may acquire therewith.
5. They have priority if the partnership is d) All the properties which belonged to each of
insolvent: the partners at the time of the constitution of
a) Separate creditors the partnership as well as the profits which they
b) Partnership creditors may acquire thereafter.
c) Both A and B 10. A capitalist partner engaged for his own
d) None of the above account in an operation which is of the kind of
6. May contribute money, property or industry business in which the partnership is engaged.
to the common fund: Said partner can be
a) Both general and limited partners a) Compelled to sell his interest in the
b) Limited partner partnership to the other capitalist partners.
c) General partners b) Compelled to dissolve or discontinue the
d) Capitalist partners operation of his business
7. One who takes charge of the winding up to c) Compelled to bring to the common funds of
partnership affairs upon dissolution: the partnership any profits accruing to him from
a) Silent partner his transactions.
b) General partner d) Denied his share in the profits of the
c) Ostensible partner partnership.
d) Liquidating partner 11. If a partner in a partnership is insolvent, the
first order of preference in the distribution of his
assets are:
a) Partnership creditors
b) Partners contribution to the partnership
c) Separate creditors of the debtor
d) Pro-rata between the separate creditors of
the debtor and the partnership creditor
12. A, B and C are partners in a partnership. C 15. A, B and C are partners in ABC
contributed his industry. After payments of the Partnership. D represented himself as a
partnership’s obligations, only P6,000 cash partner in ABC Partnership to E, who, on the
remains. No other assets. In the absence of belief of such representation, extended
terms to the contrary, the share of C in the P50,000 credit to ABC Partnership. Assuming
remaining assets is: only B and C consented to such
a) Equal to share of A representation, who will be held liable to E?
b) Equal to the share of B a) E extended the credit to ABC Partnership,
c) P2,000 so a partnership liability exists, thus, all the
d) Nothing partners, A, B and C are liable
13. X, Y and Z are equal partners of XYZ b) B, C and D are partners by estoppels and
Partnership. A owes the XYZ Partnership for thus, are liable prorate to E
p9,000. Z, a partner collected from A, P3,000 c) Partners A, B and C who benefited from the
before X and Y received anything. Z issued a credit extended by E are liable.
receipt on the P3,000 as his share of what A d) D who made the representation is liable to E
owes. When X and Y collected from A, A was 16. A and B are partners in a real estate
insolvent. business. A and B were approached by X who
a) Partner Z shall share partners X and Y with offered to buy a parcel of land owned by the
the P3,000 partnership. Thereafter, b sold to A, B’s share
b) Z cannot be required to share X and Y with in the partnership. Then, A sold the land to X at
the P3,000 a big profit.
c) X and Y should first exhaust all remedies to a) A is liable to B for B’s share in the profits
collect from A. b) The partnership is dissolved when A
d) X and Y can automatically deduct from the became the sole owner
capital contributions of Z in the partnership c) A is not liable to B for the latter’s share in the
their respective share in the P3,000 profits
14. A and B are partners in a real estate d) The sale of the land to X is void.
partnership. The partnership owns a piece of 17. One of the following incidents may be a
land which C desired to buy. C contacted A cause for involuntary dissolution of a
and inform him of his desire to buy the land partnership. Which is?
and A did not tell to B about it. A bought B out a) Termination of the term of the partnership
of the partnership and afterwards sold the land b) Insolvency of any partner
to C with a big profit. c) Express will of any partner
a) The partnership is dissolved when A d) Expulsion of any partner
became the sole owner
b) The sale of the land to C is void because it
was without the knowledge of B.
c) A is not liable to B for the latter’s share in the
profits
d) A is liable to B for the latter’s shares in the
profits.
18. A and B are equal partners in AB 21. A is the managing partner of ABC
Partnership. Y presented himself as a partner Partnership. X owes A personally and ABC
in AB Partnership to Z, who relying on such Partnership P20,000 each. A collected and
representation, extended P50,000 credit to AB receive from X, P10,000 and he issued a
Partnership. Of the two (2) partners only B receipt wherein it is stated that the amount is
knew and consented to the representation of Y. applied against his personal credit.
Who should be held liable to Z? a) The amount received will be applied in favor
a) Only Y, who presented himself as partner is the partnership credit
liable. b) The amount will be applied in proportion to
b) Since the credit was extended to AB both credits
Partnership, a partnership liability was created, c) The amount received will be applied in the
so the two (2) partners and Y are liable. credit of A
c) Partners A and B who benefited from the d) All the partners will decide as to whose favor
credit extended to the partnership AB it will apply
Partnership shall be liable to Z. 22. Three (3) of the following are similarities
d) B and Y are partners by estoppel and, thus, between a partnership and a corporation.
are liable to Z. Which is not?
19. The following persons are disqualified to a) The individuals composing both have little
form a universal partnership. Who is the voice in the conduct of the business
exception? b) Both have juridical personality separate and
a) Brother and sister distinct from that of the individuals composing
b) Husband and wife them.
c) Those guilty of adultery and concubinage c) Like a partnership, a corporation can act
d) Those guilty of the same criminal offense, if only through agents
the partnership is entered into a consideration d) Both are organizations composed of an
of the same. aggregate of individuals
20. A is the capitalist partner and B the 23. A, B and C are general partners in ABC
industrial partner. A is engaged personally in Partnership. A, the managing partner engaged
the same kind of business the partnership is personally in a business that is the same as the
engaged in. business of the partnership without the consent
a) If there are losses, the partnership will bear of B and C.
the losses a) If there are profits, A will give the profits to
b) If there are profits, the profits will be shares the partnership
by A and the partnership b) If there are losses, the partnership will bear
c) If there are profits, A will give the profits to the losses
the partnership c) If there are profits, they will be shared by
d) A will be excluded from the partnership and partner A and the ABC Partnership
pay damages. d) The profits or losses will be shared equally
by A and the ABC Partnership
24. Three (3) of the following are rights of a 29. A, B and C are equal partners in Santos
general partner and also of a limited partner in Brothers Partnership. The partnership is
a limited partnership. Which is not? indebted to PC for P150,000. Partner A is
a) To inspect and copy at reasonable hours the indebted to SC for P20,000 PC attached and
books of the partnership and have them kept at took all the assets of the partnership amounting
the principal place of business to P90,000. B and C are solvent while A is
b) To demand true and full information of all insolvent and all what he owns is a land valued
matters affecting the partnership and a formal at P15,000.
account of partnership affairs a) SC has the priority to the land of A as a
c) To have dissolution and winding up by separate creditor.
decree of court b) PC has priority to the land of A to cover A’s
d) None of the above share of the P60,000 remaining liability of the
25. The partnership is insolvent. These are partnership
preferred as regards to the partnership c) B and C have priority to the land of A if they
property. paid PC the 60,000-remaining liability of the
a) Partnership creditors partnership.
b) Partners separate creditors d) PC and AC shall have priority to the land of
c) Partners with respect to their capital A in proportion to their claim of P60,000 and
d) Partners with respect to their profits P20,000 respectively
27. Bears the loss of property contributed to 30. A partnership is not dissolved upon the
the partnership death of a:
a) Capitalist partner a) General partner
b) Limited partner b) Industrial partner
c) None of the above c) Limited partner
d) Partners contributing usufructuary rights d) General limited partner
28. When cash or property worth P3,000 or 31. A and B are equal partners in AB
more is contributed as capital. The Articles of Partnership C contacted XYZ and Co. and
Co- Partnership shall be in a public instrument represented himself as partner in AB
and be registered with the Securities and Partnership. XYZ and Co. contacted A who
Exchange commission. If the said requirements confirmed that C is in fact a partner of AB
are not complied with: Partnership XYZ and Co. extended credit to C
a) It will render the partnership void. for AB Partnership in the amount of P60,000.
b) It will not affect the liability of the partnership Who is liable to XYZ and Co.?
and the partners to third parties. a) A and C are partners by estoppels and are
c) It will not give a legal personality to the liable to XYZ and Co.
partnership. b) XYZ and Co. extended the credit to C for AB
d) It will give the partnership a de-facto Partnership, so a partnership liability exists, so
existence. both partners, A and B together with C are
liable.
c) The AB Partnership benefited, so it is liable
d) Only C who made the representation is
liable
32. A, B and C are partners in a trucking and 35. This is the order of preference in the
freight business. B and C without the liquidation of a partnership:
knowledge of A approached X and offered to a) 1. Outside creditors. 2.Partners with respect
sell to X all the trucks of the partnership at a to their capital 3. Partners with respect to their
price very much higher than their book value. profit 4. Partners aside from capital and profit
Then B and C bought out A from the b) 1. Partners with respect to their capital 2.
partnership and thereafter X bought all the Partners with respect to their profit 3. Partners
trucks with a big profit of B and C. aside from capital and profit 4. Outside
a) The sale of the trucks to X is void because it creditors
is without the knowledge and consent of A. c) 1. Outside creditors 2. Partners aside from
b) B and C are not liable to A whatsoever capital and profit 3. Partners with respect to
c) B and C are liable to A for his share in the their capital 4. Partners with respect to their
profits in the sale. profit
d) When A was bought-out of the partnership, d) 1. Partners aside from capital and profit 2.
the partnership was dissolved so A has no Outside creditors 3. Partners with respect to
more share in the profits in the sale. their capital 4. Partners with respect to their
33. When the capital (of a partnership) is profit
P3,000 or more, it must be in a public 36. Three (3) of the following are rights of a
instrument and must be recorded with the partners. Which one is not?
Securities and Exchange Commission (Article a) Right to associate another person to his
1772). A, B and C agreed to form a partnership share
and each contributed P10,000 as capital of the b) Right to admit another partner
partnership. There was no compliance in the c) Right to inspect and copy partnership book
provisions of Article 1772. d) Right to ask dissolution of the firm at the
a) The partnership was not established proper time
b) The partnership did not have juridical 37. The following are similarities between
personality partnership and a corporation. Which is the
c) The partnership was established and any exception?
partner may compel the execution of a public a) Both have juridical personalities separate
instrument and distinct from that of the individuals
d) The partnership is void composing them.
34. A, as a partner contributed P30,000; B as b) Like a partnership, a corporation can act
partner, P15,000; and C as industrial partner, only through agents
his services in the partnership. After payment c) Both are organization of an aggregate of
of all liabilities and expenses, only P18,000 individuals
remain as partnership assets. d) The individuals composing both have little
a) A, P12,000; B, P6,000; C, None voice in the conduct of the business.
b) A, P6,000; B, P6,000; C, P6,000
c) A, P9,000; B, P9,000; C, None
d) A, P8,000; B, P4,000; C, P6,000
38. In the partnership of A, B and C, A was 41. W, X, Y and Z formed a partnership. W, X
appointed in the Articles of Co-Partnership as and Y are general partners and contributed
managing partner. As such manager in good P50,000 each while Z, an industrial partner
faith: contributed his services only. All the partners
a) His power is revocable even without consent signed an agreement stipulating that the
b) His power can be revocable at any time liability of W is limited to its contribution After all
even without just cause provided the assets of the partnership were exhausted
c) He may execute all acts of administration there remains an unpaid liability of P40,000.
despite the opposition of B and C The creditors of the partnership can compel:
d) He can be removed for valid cause even a) X and Y to pay the P40,000
without the vote of the partners owning the b) X, Y and Z to pay the P40,000
controlling interest c) W, X, Y and Z to pay P10,000 each and W
39. In the ABC Partnership, A and B and Z can demand reimbursement from X and
contributed P20,000 each and C, his services. Y.
After paying all the creditors of the partnership, d) X and Y to pay P40,000
only P18,000 in cash remains. In the absence 42. A partner in a partnership who is not really
of terms to the contrary, the share of C is equal a partner, not being a party to the partnership
to: agreement, but is made liable as a partner for
a) P6,000 the protection of innocent third persons are
b) The share of A known as
c) The share of B a) Secret partner
d) Nothing b) Dormant partner
40. X and Y established a partnership by c) Nominal partner or partner by estoppel
contributing, each at P50,000. Z, a third party d) Answer not given
allowed his name to be included in the firm 43. A and B are capitalist partners, with C as
name of the partnership. The partnership was industrial partner. A and B contributed P15,000
insolvent and after exhausting all the remaining each to the capital of the partnership. A
asset, there was left a liability to third persons contractual liability of P40,000 was incurred by
the amount of P30,000. The creditors can the partnership in favor of X. The capital assets
compel: of P30,000 shall first be exhausted thereby
a) Z to pay P30,000 remaining liability leaving an unsatisfied liability of P10,000. X
b) X, Y and Z to pay P10,000 each can recover the amount from:
c) X or Y to pay P30,000 remaining liability a) A and B only
d) X and Y to pay P15,000 each b) A, B and C
c) A, B and C and C can recover for
reimbursement from A and B
d) Answer not given
44. A, B and C are partners engaged in a retail 46. M and O are partners of M & O
business. Their contribution is P20,000 each. D Partnership. M is the managing partner. N
is admitted as a new partner with a contribution owes M P10,000 and M & O partnership
of P8,000. At the time of his admission, the P30,000. The obligations of N are both due. M
partnership has an outstanding obligation to E collected from N the debt of N to M in the
in the amount of P80,000. In this case: amount of P10,000 and issued a receipt in the
a) D is not liable to E for this obligation name of M. To which obligation will the
b) D is liable to E for this obligation so that P10,000 be applied?
amounting to P68,000 will be exhausted a) The whole of the P10,000 be applied to debt
leaving a balance of P12,000. Only A, B and C of N to M
shall be liable jointly or pro rata, out of their b) The P10,000 be applied to debt of N to M
separate property. and to the partnership
c) D is liable to E for this obligation so that after c) P5,000 each of debt of N to M and to the
the assets of the partnership will be exhausted, partnership
leaving a balance of P12,000, all the partners d) P2,500 to debt of N to M and P7,500 debt of
shall be liable jointly or pro rata, out of their N to the partnership
separate property. 47. A, B and C are partners in D-3 Partnership.
d) Answer not given. On April 29,2010, partner C died. Not knowing
45. A, B and C are general partners in ABC that C died, on May 1, 2010, A contracted a
Partnership. D is a debtor to the partnership in liability to D who also do not know the death of
the amount of P15,000. A received from Debtor C. The partnership debt is in the amount of
D the sum of P5,000 and issued a receipt P30,000, he can collect
identifying the amount as his share. Then D a) P30,000 from A
became insolvent, B and C cannot collect the b) P15,000 from A and P15,000 from B
P10,000. c) P10,000 from estate of C; P10,000 from A;
a) A cannot be compelled to share the P5,000 P10,000 from B
with B and C d) D. P20,000 from A and P10,000 from B
b) B and C can charge the capital of A with 48. This the order of preference in the
their share of the P5,000 liquidation of a general partnership:
c) A can be compelled to share B and C the a) Outside creditors; Partner as creditors;
P5,000 Partners capital; Partners profit
d) B and C automatically sue D to collect the b) Partner as creditors; Outside creditors;
P10,000 Partners capital; Partners profit
c)Partners capital; Outside creditors; Part
nears creditors; Partners profit
d) Outside creditors; Partner capital; Partners
profit; Partners as creditors
49. R, S and T are partners. T is the industrial 54. I. The arrival of the term of a partnership
partner who in addition to his services, he also with a fixed term or period shall not dissolve
contributed capital to the partnership. There is the partnership if the partners continue with the
no stipulation as to sharing of profits and business of the partnership but such
losses. The partnership realized profits of partnership may be terminated anytime
P21,000. The share of T in the profits: dependent on the will of the continuing
a) R and will determine T’s share I, in the partners. II. The general rule is that the loss of
profits the specific thing contributed to the partnership
b) T’s share is P7,000 when only the use of the thing is contributed by
c) Pro-rata to his contributed capital the partner and such thing after its transfer to
d) Nothing, because he is an industrial partner the partnership which used the same or
50. W, X, Y and Z are partners. They sometime was subsequently lost, the
contributed capital as follows: W, P50,000; X, partnership is not dissolved.
P30,000; Y, P20,000 and Z, is an industrial 55. May contribute money, property or industry
partner, his services. The partnership’s to the common fund:
obligation to outsiders exceeds the total net a) General partner
assets by P18,000. Who and by how much will b) Industrial partner
the partners be liable for the payment of the c) Limited partner
P18,000? 51. Which of the following is a d) Managing partner
characteristic of partnership as a contract? 56. A limited partner who takes active part in
a) Formal the management of the firm becomes:
b) Innominate a) A managing partners
c) Gratuitous b) Liable as a general partner
d) Preparatory c) A general partner
52. One who takes active part in the business, d) A general partner and a limited partner at
but is not known to be a partner by outside the same time
parties is: 57. Which of the following statements is not
a) Silent partner correct?
b) Dormant partner a) A general partner in a limited partnership
c) Nominal partner manages the business of the partnership but
d) Secret partner cannot perform acts of ownership without the
53. Can the partners stipulate that the newly consent of the limited partners
admitted partner shall not be held liable for the b) Valid contributions of a limited partner are
obligations of the partnership arising before his money and property but not services.
admission? Which of the following statement is c) Additional limited partners may be admitted
not correct? into the limited partnership with the consent of
a) No, because the newly admitted partner all the partners.
should be deemed to have assumed all the d) A person who is both a general partner and
debts of the partnership upon his voluntary a limited partner is deemed a limited partner
participation in the partnership. only with respect to the return of his
b) No, because newly admitted partner is contribution.
liable with respect to his capital contribution
which forms part of the partnership
c) No, because the third person are always
protected by law.
d) No, because the subject of the stipulation is
that the liability of the new partner should not
be satisfied out of the partnership property.
58. A is the managing partner of A and 61. A and B are capitalist partners with C as
Company. X is indebted to A for P20,000 and industrial partner. A and B contributed P20,000
to the partnership for P60,000. When both each to the capital of the partnership. A
debts mature, X pays A P20,000 and the latter contractual liability of P50,000 was incurred by
issues a receipt for his personal credit. The the partnership in favor of X. The assets of the
payment for P20,000 shall be applied: partnership had been exhausted still leaving an
a) 1⁄4 in favor of A and 3⁄4 in favor of the unpaid liability of P10,000. X can recover the
partnership amount from:
b) To the whole debt owing to A a) A, B and C and C can recover by way of
c) 1⁄2 in favor of A and 1⁄2 in favor of the reimbursement from A and B unless stipulated
partnership otherwise.
d) To the debt owing to the partnership b) A and B only c) C only d) A, B and C and C
59. Which of the following is an essential has no right for reimbursement from A and B
element of partnership? unless expressly stipulated.
a) There must be a contribution of money, 62. Which of the following liabilities of the
property, or industry to a common fund. partnership shall rank first in the order of
b) It must an association for profit with the payment?
intention to divide the profits among a) Those owing to creditors other than partners
themselves. b) Those owing to partners in respect to profits
c) There must be a valid and voluntary c) Those owing to partners in respect to capital
agreement. d) Those owing to partners other than for
d) All of the above. capital and profits
60. A and B are partners. On June 15, 2009 63. I. The contribution of a limited partner may
when the total obligation of the partnership be cash, property or service II. A limited partner
totaled P80,000. C was admitted as new who takes part in the management of the
partner. At the time C’s admission, the business of the partnership is not a general
partnership creditors were M for P50,000 and partner but he shall be liable as a general
N for P30,000. After June 15, the partnership partner.
borrowed from O P20,000 and P40,000 from P. 64. I. A person may be a general and a limited
On December 15, 2009, the partnership partner in the same partnership at the same
became insolvent leaving an obligation totaling time. II. A person admitted as a partner into an
P140,000 and partnership assets amounting to existing partnership is not liable for partnership
P30,000. The creditors are going after the 65. I. A partner cannot assign his interest in the
separate properties of the partners to satisfy partnership to a third person without the
their remaining claims. How are the creditors’ consent of the other partners. II. A partner’s
claims satisfied? interest in the partnership is his personal
property. Answer: False; True
66. I. The creditor of each partner shall be
preferred to those of the partnership as regards
the partner’s separate property. II. An industrial
partner is exempted from losses but not from
partnership liabilities
67. I. An industrial partner with the consent of
the other partners can engage in any business
for his own account. II. An industrial partner is
not a general partner.
68. I. A general partner not a managing partner 2. One of the following is not a requisite of
can engage in a business different from the partnership. Which is it?
business of the partnership for his own account a) There must be a valid contract.
without the consent of the other partners. II. A b) There must be a mutual contribution of
general partnership can be formed orally. money, property or industry to a common fund.
69. I. All the partners in a general partnership c) It is established for the common benefit of
are considered managing partners if there is no the partners which is to obtain profits and
stipulation as to who shall act as managing divide the same among themselves.
partner. II. A partner is liable to the partnership d) The articles are kept secret among the
for whatever property he agrees to contribute members.
without necessity of demand 3. The minimum capital in money or property
70. I. If the capital contribution of the partners except when immovable property or real rights
amount to P3,000 or more the contract of thereto are contributed, that will require the
partnership must be in public a public contract of partnership to be in public
document, otherwise the contract is void. II. A instrument and be registered with SEC.
contract of partnership is void, whenever A. P 5,000
immovable property is contributed thereto if an B. P10,000
inventory of said property is not made, signed C. P 3,000
by the parties and attached to the public D. P30,000
document. 4. X and Y entered into a universal partnership
71. I. Dissolution does not terminate the of all present property. At the time of their
partnership. II. Insanity of a general partner in a agreement. X had a four-door apartment which
limited partnership dissolves the partnership. he inherited from his father 3 years earlier. Y,
72. I. A general partner in a limited partnership on the other hand, had a fishpond which he
has all the rights, powers and liabilities as acquired by dacion en pago from Z. During the
though the partnership is not limited. II. A first year of the partnership, rentals collected
general partner is personally liable for on the four-door apartment amounted to
partnership obligations while a limited partner P480,000; while fish harvested from the
is not liable for partnership liabilities. fishpond were sold for P300,000. During the
73. I. A limited partner is simply a contributor same period. B received by way of donation a
to the partnership. II. A limited partner has a vacant lot from an uncle. The partners had a
right to the return of his contribution upon the stipulation that future property shall belong to
dissolution of the partnership. the partnership. Which of the following does
PARTNERSHIP (from CPAR) not belong to the common fund of the
1. One of the following is not a characteristic of partnership? Fish pond Rental of P480,000
a contract of partnership Apartment Vacant lot
a) Real, in that the partners must deliver their
contributions in order for the partnership
contract to be perfected.
b) Principal, because it can stand by itself.
c) Preparatory, because it is a means by which
other contracts will be entered into.
d) Onerous, because the parties contribute
money, property or industry to the common
fund.
5. D and E entered into a universal partnership 9. Which of the following losses will not cause
of profits. At the time of execution of the the dissolution of a partnership? A. Loss before
articles of partnership, D had a two-door delivery of a specific thing which a partner had
apartment which he inherited from his father 3 promised to contribute to the partnership. Loss
years earlier. E on the other hand, had fleet of of a specific thing after its delivery to and
taxis which he purchased two years before. In acquisition of its ownership by the partnership
the first year of the partnership, D earned from the partner who contributed the same.
P500,000 as radio talent while E won Loss after delivery of a specific thing where the
P1,000,000 in the lotto. During the same partner contributed only its use and enjoyment
period, rentals of P120,000 were collected from where such partner reserved the ownership
the apartment, while fare revenues of thereof. Loss before delivery of a specific thing
P200,000 were realized from the operation of where the partner promised to contribute only
the fleet of taxis. Which of the following its use and enjoyment, reserving the ownership
belongs to the partnership? Two-door thereof.
apartment Lotto winnings of P1,000,000 Salary 10. A partner can engage in business for
of P500,000 Fleet of taxis himself without the consent of his co-partners if
6. A partnership formed for the exercised of a he is A capitalist partner whether or not the
profession which is duly registered is an business, he will engage in is of the same kind
example of Universal partnership of profits as or different from the partnership business.
Universal partnership of all present property An industrial partner whether or not the
Particular partnership, Partnership by estoppel business he will engage in is of the same kind
7. A, B and C are partners in ABC Enterprises. as or different from the partnership business. A
Not having established yet their credit standing, capitalist partner and the business he will
the three partners requested D, a well-known engage in is of a kind different from the
businessman, to help them negotiate a loan partnership business. An industrial partner and
from E, a money lender. With the consent of A, the business he will engage in is of a kind
B and C, D represented himself as a partner of different from the partnership business.
ABC Enterprises. Thereafter, E granted a loan 11. The partnership will bear the risk of loss of
of P150,000 to ABC enterprises. What kind of three of the following things, except Things
partner is D? Managing partner Liquidating contributed to be sold. Fungible things or those
partner ostensible partner, Partner by estoppel that cannot be kept without deteriorating. Non-
8. Using the preceding number, assuming ABC fungible things contributed so that only their
Enterprises was unable to pay the loan on due use and fruits will be for the common benefit.
date at which time the assets of the partnership Things brought and appraised in the inventory.
amounted to P120,000. From whom may E 12. A partner’s interest in the partnership is his
collect the payment? D only for the whole share of the profits and surplus which he may
amount of P120,000. A, B and C who are liable assign to a third person. Which of the following
jointly for P50,000 each. ABC Enterprises for statements concerning such right is correct?
its assets of P120,000; hereafter, A, B and C The conveyance of a partner’s interest will
from their separate assets at P10,000 each. cause the dissolution of the partnership. The
ABC Enterprises for its assets of P120,000 assignee becomes a partner. The assignee
thereafter, A, B, C and D from their separate has the right to interfere in the management of
assets at P7,500 each. the partnership business. The assignee has the
right to receive the profits which the assigning
partner would otherwise be entitled thereto.
13. Partnership as distinguished from 20. Partner who manages actively the firm’s
corporation Acquires juridical personality upon affairs
approval by the SEC and the issuance of A. Silent
certificate. Has limited liability. Created by B. Liquidating
operation of law. No power of succession. C. Managing
14. Essential elements or feature of a D. Dormant
partnership, except Must have a lawful object 21. Partner who does not participate in the
or purpose There must be a contribution of management though he shares in the profits or
money, property or industry to a common fund losses.
with intention to divide and contribute whatever A. Liquidating
profits they make to other people. Must be B. Nominal
established for the common benefit or interest C. Ostensible
of the partners. D. Silent
15. Partner who contributes money and/ or 22. Partner who winds up the affairs of the firm
property, except after it has been dissolved
A. General A. Liquidating
B. Capitalist B. Managing
C. Industrial C. Industrial
D. Managing D. Capitalist
16. Partner who contributes industry or labor 23. Partner whose connection with the firm is
A. General known to the public
B. Capitalist A. Ostensible
C. Industrial B. Secret
D. Managing C. Silent
17. Partner who contributes both capital and D. Nominal
industry 24. Partner whose connection with the firm is
A. General concealed or kept secret
B. Limited A. Ostensible
C. Managing B. Secret
D. Capitalist-industrial C. Silent
18. Partner who is liable beyond the extent of D. Nominal
his contribution 25. Partner who is both a secret and silent
A. General partner
B. Limited A. Nominal
C. Industrial B. Ostensible
D. Silent C. Limited
19. Partner who is liable only to the extent of D. Dormant
his contribution 26. Partner who is not really a partner but who
A. Limited may become liable as such insofar as third
B. General persons are concerned
C. Industrial A. Nominal
D. Managing B. Ostensible
C. Silent
D. Secret
27. May contribute money, property or industry 31. Using the preceding number, but the
to the common fund obligations were contracted after his
a) Limited partner admission, which of the following is correct?
b) General partner a) He is liable to the creditors before and after
c) Both limited and general partners his admission up to his separate property.
d) Dormant partner b) He is liable to the creditors before and after
28. May be required to make additional his admission only up to his capital
contribution in case of imminent loss: contribution.
a) Capitalist partner c) He is liable to the creditors before and after
b) Limited partner his admission up to his capital contribution and
c) Industrial partner to the creditors after his admission up to his
d) Choices A, B and C separate property.
29. A, B and C are partners each contributing d) He is not liable to creditors existing before
P10,000. The firm’s indebtedness amounts to his admission.
P90,000. It was stipulated that A would be 32. A and B are partners engaged in the real
exempted from liability. Assuming that the estate business. A learned that C was
capital of P30,000 is still in the firm, which of interested in buying a certain parcel of land
the following is not correct? owned by the partnership, even for a higher
a) The creditors may get the P30,000 and still price. Without informing B of C’s offer A was
collect each P20,000 from A, B and C. able to convince B to sell to him (A) his (B’s)
b) A can recover P10,000 each from B and C share in the partnership. Then A sold the land
should he (A) be required to pay the creditors. at a big profit. Which of the following is correct?
c) A cannot recover his original capital of a) A is liable to B for the latter’s shares in the
P10,000. profit.
d) The creditors can recover P45,000 each b) C is liable to B for the latter’s share in the
from B and C. profit.
30. A newly admitted general partner is liable c) A new partnership is formed between A and
to creditors existing at the time of his admission C.
and his liability is d) The sale of the land to C is void since it was
a) Up to his capital contribution only if there is without the knowledge of B.
stipulation. 33. A and B are partners in a real estate
b) Up to his separate property even there is no business. A and B were approached by X who
stipulation. offered to buy a parcel of land owned by the
c) Up to his capital contribution even if there is partnership. Thereafter B sold to A, B’s share
stipulation. in the partnership. Then A sold the land to X at
d) Up to his separate property only if there is a big profit. Which is correct?
stipulation. a) The sale of the land to X is void
b) A is liable to B for B’s share in the profits.
c) B may rescind the contract between A and X
d) A is not liable to B for any share in the
profits.
34. The following persons are disqualified to 38. A partnership which comprises all the
form a universal partnership, except profits that the partners may acquire by their
A. Husband and wife work or industry during the existence of the
B. Brother and sister partnership is called: a) Universal partnership
C. Those guilty of adultery and concubinage of all present property
D. Those guilty of the same criminal offense; if b) Universal partnership of profits
the partnership is entered into in consideration c) Particular partnership
of the same. d) Partnership at will
35. A, B and C are capitalist partners while D is 39. A partnership whereby the partners
an industrial partner. A, the managing partner contribute to a common fund all the property
engaged personally in a business that is the actually belonging to them at the time of the
same as the business of the partnership constitution of the partnership, with the
without the consent of the other partners. As a intention of dividing the same among
result, themselves, as well as the profits which they
a) If there are losses, the partnership will bear may acquire there with is:
the losses a) Universal partnership of all present property
b) If there are profits, the profits will be shared b) Universal partnership of profits
by A and the partnership. c) Particular partnership
c) If there are profits, A will give the profits to d) Partnership at will
the partnership. 40. A partnership without a definite period of
d) A will be excluded from the partnership and existence and which can be dissolved at any
will pay damages. time by any of the partners is called:
36. A, a managing partner is B’s creditor to the a) Universal partnership of all present property
amount of P1,000 already demandable. B also b) Universal partnership of profits
owes the partnership P1,000, also c) Particular partnership
demandable. A collects P1,000 from B. One is d) Partnership at will
not correct. 41. A, B and C, capitalist partners, each
a) If A gives a receipt for the partnership, it is contributed P10,000 and D, the industrial
the partnership’s credit that has been collected. partner contributed his services. Suppose X, is
b) If A gives a receipt for his own credit, it is A’s the creditor of the firm amounting to P90,000.
credit that has been collected. After getting the P30,000 capital assets of the
c) If A gives a receipt for his own credit, P500 partnership, which is correct?
will be given to him, P500 to the partnership. a) X can recover P20,000 each from A, B and
d) B may decide that he is paying only A’s C only.
credit if the personal credit of A is more b) X can recover P60,000 from either A, B and
onerous to B. C only.
37. The remedy of capitalist partners against c) X can recover P15,000 each from A, B, C
an industrial partner who engaged in a and D.
business for himself without the expressed d) X can recover P15,000 each from A, B and
permission from the partnership is: C but D is exempt because he is an industrial
a) To compel him to sell his interest to the said partner.
capitalist partners.
b) To exclude him from sharing in the profits of
the partnership.
c) To remove him as manager if he is
appointed as manager of the partnership.
d) To expel him from the partnership and claim
for damages.
42. A, B and C are partners. D is admitted as a 46. Instances when a partnership is unlawful,
new partner. Will D be liable for partnership except
obligations contracted prior to his admission to a) A partnership formed to furnish apartment
the partnership? houses which would be used or prostitution
a) No, only for those contracted after his b) A partnership formed for the purpose of
admission. acquiring parcels of land
b) Yes, and his liability would extend to his c) A partnership formed for gambling purposes.
own individual property. d) A partnership formed to create illegal
c) Yes, but his liability will extend only to his monopolies or combinations in restraint of
share in the partnership property and not to his trade.
own individual property. 47. A and B orally agreed to form a partnership
d) Yes, as if he had been an original partner. two years from today, each one to contribute
43. A partner who has all the rights, powers P1,000. If at the arrival of the period, one
and subject to all restrictions of a general refuses to go ahead with the agreement, can
partner but whose liability is, among the other enforce the agreement?
themselves, limited to his capital contribution a) Yes, because the partnership contract is not
is: governed by the Statute of Frauds
a) General partner b) Yes, because the prior agreement was
b) Limited partner voluntarily made.
c) General-limited partner c) No, because the agreement was merely oral
d) Dormant partner and executor
44. Bears the risk of things contributed to the d) No, since the agreement is to be enforced
partnership: after one year from the making thereof, the
a) General partner same should be in a public instrument to be
b) Limited partner enforceable.
c) Partner contributing usufructuary rights over 48. Where at least one partner is a general
fungible things partner and the rest are limited partners
d) Partner contributing usufructuary rights over A. General partnership
nonfungible things B. Partnership by estoppels
45. A, B and C, capitalist partners, each C. Partnership de facto
contributed P10,000. After exhausting the D. Limited partnership
assets of the firm, the firm’s indebtedness 49. Where all the partners are general partners
amounts to P90,000. It was stipulated that A A. General partnership
would be exempted from liability. Which is B. Partnership by estoppels
correct? C. Partnership de facto
a) A may recover his original capital of D. Limited partnership
P10,000. 50. A and B are equal partners in AB
b) The creditors may collect P30,000 each Partnership by contributing P50,000 each on
from A, B and C. June 1, 2010. On July 1, 2010, the partnership
c) A can recover P20,000 each from B and C contracted an obligation to pay Z the amount of
should he be required to pay the creditors. P180,000 on August 31, 2010. On August 10,
d) The creditors can recover P45,000 each 2010, C was admitted as a new partner. C
from B and C. contributed P50,000. How will the obligation be
paid?
a) A P60,000; B P60,000; C P60,000
b) A P90,000; B P90,000; C None
c) A P180,000 or B P180,000 and C P50,000
d) A P65,000; B P65,000; C P50,000
51. A, B and C are equal partners in ABC 55. A, B and C are partners in a partnership
Partnership. On April 29, 2010, C died. Not business. A contributed P10,000, B contributed
knowing that C is dead, on May 2, 2010, A P5,000 and C his services only. After payment
contracted a liability to D who also did not know of partnership debts, what remains of the
about the death of C. The liability is P90,000. partnership assets is P6,000 only. In the
After D exhausted the net assets of the absence of stipulation to the contrary, the
partnership in the amount of P60,000, he can share of C will equal to:
collect a) That of A
a) P30,000 from A or P30,000 from B. b) P2,000
b) P15,000 from A and P15,000 from B. c) That of B
c) P10,000 from the estate of C, P10,000 from d) Nothing
A and P10,000 from B. 56. A, B and C are partners in ABC Co. D owes
d) P30,000 from the estate of C or P30,000 the partnership P4,500. A, a partner, received
from B or P30,000 from C. from D a share of P1,500 ahead of partners B
52. A, B and C are partners. Their and C, giving D a receipt for his share only.
contributions are as follows: A, P60,000; B, When B and C were collecting from D, the
P40,000 and C, services. The partners agreed latter was already insolvent. Which of the
to divide profits and losses in the following following is correct?
proportions: A, 35%; B, 25% and C 40%. If a) Partner A can be required to share the
there is a loss of P10,000, how should the said P1,500 with B and C.
loss be shared by the partners? b) A cannot be required to share the P1,500
a) A P6,000; B P4,000; C nothing with B and C.
b) A P3,000; B P2,000; C P5,000 c) B and C should automatically exhaust first all
c) A P3,500; B P3,500; C P3,000 remedies to collect from D.
d) A P3,500; B P2,500; C P4,000 d) B and C can automatically deduct from the
53. Using the preceding number, but the capital contribution of A in the partnership, their
partners did not agree on how to divide profits respective share in the P1,500.
and losses. If there is a loss of P10,000, how 57. A partnership suffered losses in the first
should the said loss be shared by the partners? year of its operation. A, a capitalist partner,
a) A P6,000; B P4,000; C nothing cannot contribute an additional share to the
b) A P3,000; B P2,000; C P5,000 capital because of insolvency. Can A be
c) A P3,500; B P3,500; C P3,000 obliged to sell his interest to the other partners
d) A P3,500; B P2,500; C P4,000 on the ground of such refusal?
54. When the manner of management has not a) Yes, A’ refusal to contribute additional share
been agreed upon, who shall mange the affairs reflects his lack of interest in the continuance of
of the partnership? b) the partnership.
A. Capitalist partners c) No, because there is actually no imminent
B. Industrial partners loss of the business.
C. Capitalist-industrialist partners d) Yes, provided that A is paid the value of his
D. All of the partners interest.
e) No, because his refusal is justifiable.
58. Which of the following is considered prima 61. A, B, C and D are partners. Their
facie evidence of the existence of a contributions are as follows: A, P50,000; B,
partnership? P30,000; C, P20,000; D, services. The
a) Where payment of interest on a loan partnership incurred obligations to third
depends on the profit of the business. persons which the firm was unable to pay. After
b) The receipt by a person of a share in the exhausting the assets of the partnership, there
profits. still is unpaid balance of P10,000 to E. Who are
c) The sharing of gross returns of a business. liable to E for the payment of the unpaid
d) Where the parties are established as co- balance of P10,000 and how much should
owners of a property. each pay to E?
59. A and B are partners, with A as the a) A P5,000; B P3,000; C P2,000; D nothing
managing partner. D is indebted to A in the b) A P2,500; B P2,500; C P2,500; D P2,500
amount of P10,000 and to the partnership in c) A P4,000; B P3,000; C P2,000; D P1,000
the amount of P5,000. Both debts are due and d) A P4,000; B P4,000; C P2,000; D nothing
demandable. D paid AP3,000. A issued to D a 62. One or more but less than all the partners
receipt in his own name. How should the have no authority to perform the following acts,
amount of P3,000 be applied? except:
a) The P3,000 should be applied to the a) Do any act which would make it impossible
indebtedness of D to A. to carry on the ordinary business of the
b) The P3,000 should be applied to the partnership.
indebtedness of D to the partnership. b) Submit a partnership claim or liability to
c) P2,000 should be applied to the arbitration.
indebtedness of D to the partnership and c) Renounce a claim of the partnership.
P1,000 to the indebtedness of D to A. d) Convey partnership property in the ordinary
d) P1,000 should be applied to the course of partnership business.
indebtedness of D to the partnership and 63. A, B and C are equal partners in ABC
P2,000 to the indebtedness of D to A. Partnership. The partnership is indebted to D
60. Using the preceding no. but A issued to D a for P150,000. Partner A is indebted to E for
receipt in the name of the partnership. How P20,000. D attached and took all the assets of
should the payment of P3,000 be applied? the partnership amounting to P90,000. B and C
a) The P3,000 should be applied to the are solvent while A is insolvent and that he
indebtedness of D to A. owns is a land valued at P15,000. Which is
b) The P3,000 should be applied to the correct?
indebtedness of D to the partnership. a) E has priority to the land of A as a separate
c) P2,000 should be applied to the creditor
indebtedness of D to the partnership and b) D has priority to the land of A to cover A’s
P1,000 to the indebtedness of D to A. share of the P60,000 remaining liability of the
d) P1,000 should be applied to the partnership.
indebtedness of D to the partnership and c) B and C have priority to the land of A if they
P2,000 to the indebtedness of D to A. paid D the P60,000 remaining liability of the
partnership.
d) D and E shall both have priority to the land
of A in proportion to their claims of P60,000
and P20,000, respectively.
64. A, B and C are partners. A is an industrial 68. I. The receipt by a person of a share of the
partner. During the first year of operation, the profits of a business is conclusive evidence
firm realized a profit of P60,000. During the that he is a partner in the business. II. A
second year, the firm sustained a loss of partnership of all present property is where the
P30,000. So, the net profit for the two years of partners contribute all property which actually
operation was only P30,000. In the Articles of belong to them to a common fund, with the
Partnership, it was agreed that A, the industrial intention of dividing the same among
partner would get 1/3 of the profit but would not themselves, as well as all the profits which they
share in the losses. How much will A, the may acquire therewith.
industrial partner will get? 69. I. In a universal partnership of all present
a) A will get only P20,000 which is 1/3 of the property, the property which belong to each of
profit of the 1st year of operation. the partners at the time of constitution of the
b) A will get only P10,000 which is 1/3 of the partnership becomes a common fund of all
net profit. partners and all profits which they may acquire
c) A will get only P20,000 in the first year and through inheritance, legacy, or donation cannot
none in the second year. be included in such stipulation, except the fruits
d) A will share in the loss in the second year. thereof. II. The universal partnership of profits
65. Three (3) of the following are rights of a comprises all that the partners may acquire by
partner. Which one (1) is not? industry or work during the existence of the
a) Right to associate another person to his partnership. Movable or immovable property
share. which each may possess at the time of the
b) Right to admit another partner. celebration of the contract shall continue to
c) Right to inspect and copy partnership books pertain exclusively to each, only the usufruct
d) Right to ask dissolution of the firm at the passing to the partnership.
proper time. 70. I. A partnership must have a lawful object
66. I. Partnership with a capital of three or purpose, and must be established for the
thousand pesos or more, in money or property, common benefit or interest of the partners. II.
shall appear in a public instrument, and When an unlawful partnership is dissolved by a
recorded at SEC. Failure shall not affect the judicial decree, the profits and partners’
liability of a partnership and members thereof contributions shall be confiscated in favor of
to third person. II. When immovable property is the State.
contributed, an inventory of said property is 71. I. A partnership may be constituted in any
needed, signed by the parties and attached to form, except where immovable property or real
the public instrument, otherwise the contract of rights are contributed thereto, in which case a
partnership is void written instrument shall be necessary. II. Every
67. I. Co-ownership or co-possession does not contract of partnership having a capital of three
in itself establish a partnership, except when thousand pesos or more in money or property
such co- owners or co-possessors share in the shall appear in a public instrument which must
profits made by the use of the property. II. The be recorded in the office of the SEC, otherwise
sharing of gross returns does not of itself the partnership is void.
establish a partnership, except when the
persons sharing them have a joint or common
right or interest in any property from which the
returns are derived.
72. I. A contract of partnership is void, 77. If property has been promised by a partner
whenever immovable property is contributed as contribution to the partnership, the fruits
thereto, if an inventory of said property is not Arising from the time the property should have
made, signed by the parties and attached to been delivered should also be given provided
the public instrument. II. A universal prior demand was made. II. A partner who has
partnership of profits is that in which the undertaken to contribute a sum of money and
partners contribute all the property which fails to do so becomes a debtor for the interest
actually belongs to them to a common fund and damages from the time he should have
with the intention of dividing the same among complied with his obligation, without the need
themselves, as well as the profits which they of any demand.
may acquire therewith. 78. I. The partners shall contribute equal
73. I. In a universal partnership of profits, the shares to the capital of the partnership. II. If
property which belong to each of the partners there is no agreement to the contrary, in case
at the time of the constitution of the partnership of an imminent loss of the business of the
becomes the common property of all the partnership, any partner who refuses to
partners, as well as all the profits which they contribute additional share to the capital, to
may acquire therewith. II. A universal save the venture, shall be obliged to sell his
partnership of all present property comprises interest to the other partners
only all that the partners may acquire by their 79. I. If a partner collects a demandable sum,
industry or work during the existence of the which was owed to him in his own name, from
partnership. a Person who owed the partnership another
74. I. A universal partnership of profits sums so demandable, the sum thus collected
comprises all movable or immovable property shall be applied to the two credits in proportion
which each of the partners may possess at the to their amounts, even though he may have
time of the celebration of the contract and all given a receipt for his own credit only, but
that the partners may acquire by their industry should he have given it for the account of the
or work during the existence of the partnership. partnership credit, the amount shall be fully
II. Future property by inheritance, legacy or applied to the latter. II. The risk of specific and
donation, including the fruits thereof cannot be determinate things contributed to the
included in the stipulation regarding the partnership so that only their use and fruits
universal partnership of all present property. may be for the common benefit, shall be borne
75. I. A and B are partners in a universal by the partner who owns them.
partnership of profits. Subsequently, A won first 80. I. In the absence of stipulation, the share of
prize in the sweepstakes. The prize money will each partner in the profits and losses shall be
belong to the partnership. II. A and B are equal to each other. II. A stipulation which
partners in a universal partnership of profits. excludes one or more partners from any share
Later A purchased a parcel of land. The fruits in the profits or losses is void, as a general
of said land belong to the partnership. rule.
76. I. Persons who are prohibited from giving
each other any donation or advantage cannot
enter into universal or particular partnership. II.
A partnership begins from the moment of the
execution of the contract, unless it is otherwise
stipulated.
81. I. The partner who has been appointed 85. I. A person admitted as a partner into an
manager may execute all acts of administration existing partnership is liable for all the
despite the opposition of his partners, unless obligations of the partnership arising before his
he should act in bad faith and his power is admission as though he had been a partner
irrevocable without just or lawful cause. II. when incurred and that such liability will extend
When the manner of management has not to his own individual property. II. B has worked
been agreed upon, none of the partners may, for M and Co., as procurer of contracts for
without the consent of the others, make any fertilizers to be manufactured by the firm, and
important alterations in the property of the as supervisor of the mixing of the fertilizers.
partnership, even if it may be useful to the However, he had no voice in the management
partnership. of the business except in his task of
82.I. Every partner may associate another supervising the mixing of said fertilizers. For his
person with him in his share, provided it is with service, he is entitled to 35% of the profits in
the consent of all of the other partners. II. The the fertilizer business. He is a partner in M and
capitalist partners cannot engage for their own Co.
account in any operation which is of the kind of 86. I. C was a bookkeeper in a partnership
business in which the partnership is engaged, named “AB”, with a yearly salary amounting
unless there is stipulation to the 5% of the net profits or each year. C, however
83. I. Every partnership shall operate under a had no vote at all in the management of the
firm name, which shall include the name of one business. He is a partner in AB. II. Unless there
or more of the partners. II. All partners, is a stipulation to the contrary, the partners
excluding industrial ones, shall be liable shall contribute equal shares to the capital of
pro rata with all their property and after all the partnership.
partnership assets have been exhausted, for 87. I. Every partner may associate another
the contracts which may be entered into in the person with him in his share, but the associate
name of and for the account of the partnership, shall not be admitted in the partnership without
under its signature, and by a person authorized the consent of all the other partners, even if the
to act for the partnership. partner having an associate should be a
84.I. Persons who are not partners as to each manager. II. Articles of universal partnership,
other are not partners as to third persons, entered into without specification of its nature,
except in cases of estoppel. II. An admission or only constitute universal partnership of profits.
representation made by any partner concerning
partnership affairs is evidence against the
partnership.