DE LA SALLE UNIVERSITY DASMARIÑAS

Business Law 2
Long Quiz - Partnership
April 14, 2020

The following questionnaire consists of 10 questions (numbered I to X). Begin your

answer to each numbered question on a separate page; an answer to a sub-question/s
under the same number may be written continuously on the same page and succeeding
pages until completed.

Answer the question directly and concisely. Do not repeat the question. Write legibly.

I. Yoon Se-Ri, a business mogul from South Korea, accidentally landed in North
Korea. She then met Ri Jeong Hyuk, a member of the North Korean elite and the Captain
of the North Korean Special Forces. While they had a rough start, they eventually fell in
love with each other. Capt. Ri decided to leave the army and pursued his passion in Music
in Switzerland. Se-Ri, on the other hand, followed Capt. Ri without leaving her business
in South Korea.

Se-Ri and Capt. Ri decided to migrate in the Philippines and teach Business Law 2
in the De La Salle University Dasmariñas. The country then granted them Filipino
citizenship.

On August 25, 2018, Capt. Ri married Se-Ri in a civil ceremony. Wanting to earn
more, they formed a limited partnership to engage in a real estate business, with Se-Ri
being a limited partner.

Is the partnership valid? (10 pts.)

II. The Office of the Solicitor General filed a Petition for Quo Warranto against ABS-
CBN Corporation for allegedly violating the provisions of its franchise. Under the threat
of closure, ABS-CBN Corporation decided to form a partnership with GMA 7 to continue
with its regular programing. ABS-CBN Corporation then argued that its partnership with
GMA 7 renders the quo warranto petition dismissible. Is ABS-CBN Corporation correct?
(10 pts.)

III. Tokyo, Berlin and Manila are general partners in a merchandising firm. They
contributed equal amounts to the capital and agreed on equal distribution of whatever
net profit is realized per fiscal period. After years of operation, however, Tokyo sells her
whole interest in the partnership to Dasmariñas, without the knowledge and consent of
Berlin and Manila.

a. Is the partnership dissolved? (5 pts.)

b. What are the rights of Dasmariñas, if any, should she desire to participate in the
management of the partnership and in the distribution of a net profit of
P120,000.00 which was realized after her purchase of Tokyo’s interest? (5 pts.)
IV. Koko, Sonny and Miguel formed a partnership for the purpose of contracting with
the government in the production of COVID-19 test kits. In March 2020, Koko went to
S&R Membership Shopping in Taguig to finalize the project. After its completion, Koko
went to a hospital to deliver the test kits.

Rico, a supplier of materials that the partnership used, sued Koko for the collection
of his indebtedness. Koko moved to dismiss the complaint on the ground that it was the
partnership that is liable for the debt. Rico replied that the partnership was dissolved
upon the competition of the project for which purpose the partnership was formed.

If you were the Judge, will you dismiss the complaint? Explain. (10 pts.)

V. Rodrigo and Leni formed a partnership to formulate a potential vaccine against

COVID-19. Rodrigo provided capital while Leni contributed her labor and industry. On
side of their laboratory, Rodrigo opened a TV Network to produce his late-night show.
Leni, on the other hand, entered into a partnership with the OVP Bus Liner to provide
transportation to some health workers in various hospitals. May they engage in such
separate businesses? Explain. (10 pts.)

VI. Vico, Isko, Sherwin and Marcy organized a general partnership with Vico and Isko
as industrial partners and Sherwin and Marcy as capitalist partners. Sherwin contributed
P50,000.00 and Marcy contributed P20,000.00 to the common fund. By a unanimous vote,
Vico and Isko were appointed as managing partners, without any specification of their
respective powers and duties.

Joy applied for the position of Secretary and Lani applied for the position of
Accountant of the partnership.

The hiring of Joy was decided upon by Vico and Isko, but opposed by Sherwin
and Marcy.

The hiring of Lani was decided by Sherwin and Marcy, but opposed by Vico and
Isko.

Who of the applicants should be hired by the partnership? Explain. (10 pts.)

VII. Alan and Peter are partners in a business offering gigantic sculptures. Alan
provided the capital and marketing while Peter was the sculptor. They accepted
P50,000,000.00 from the government to make the cauldron for the SEA Games. Peter,
however, died without finishing the cauldron. Can the government demand that Alan
finish the cauldron because it was dealing with the partnership and not with the artist
personally? Explain. (10 pts.)
VIII. Prince Yi, Seo-bi and Cho formed a partnership and named it “Kingdom 2”. Upon
mutual agreement, Cho left the partnership. Prince Yi and Seo-bi, however, continued
the business affairs without objection from Cho. The withdrawal of Cho was not
published in a newspaper of general circulation.

Could Cho still be held liable for any obligation that Prince Yi and Seo-bi might
incur while doing business in the name of “Kingdom 2” after his withdrawal? Explain.
(10 pts.)

IX. Rudy and Chel entered into a partnership to operate a dental clinic. After years of
operation, Rudy died. Chel, however, continued without liquidating the assets of the
partnership. In fact, Chel opened another branch in Dasmariñas and incurred more
obligations. The creditors then started to demand for the payment of their obligations.
What are the recourses of the creditors? Explain. (10 pts.)

X. Explain the following concepts. (2 pts. each)

a. partnership
b. civil interdiction
c. winding up
d. joint venture
e. limited partner

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