1815 - 1827

Question 1

The name, title, or style under which a company transacts business.

Answer 1

Firm Name

Question 2

Importance of Firm Name

Answer 2

To distinguish the partnership which has a distinct and separate juridical personality.

Question 3

Right of a partner to choose firm name

Answer 3

The partners may use any firm name desired and this will be the name of that juridical person.

Question 4

Certain restriction of choosing a firm name:

Answer 4

The partnership cannot use:

1. Identical or deceptively confusingly similar to any existing partnership or to any other name already protected by law.
2. Contraty to existing laws.

Question 5

Non partners who include their names in the firm name shall be?

Answer 5

Subject to the Liability, it is to protect the innocent third persons being misled.

Question 6

When a debtor is liable ONLY for the payment of only a proportionate part of the debt.

Answer 6

Liability is JOINT

Question 7

Makes a debtor liable or the payment of the entire debt.

Answer 7

Solidary

Question 8

Article 1207 does not presume solidary liability unless:

Answer 8

1. the obligation expressly so states
2. the law or nature required solidarity

Question 9

The industrial partner is only liable to?

Answer 9

Liability only not to losses, meaning he/she can ask for reimbursement.

Question 10

Means equally or joint, or proportionate distribution of liability.

Answer 10

Pro-rata Liability

Question 11

The partner’s separate property may be held liable only after the partnership creditors’ exhausted the assets of the partnership.

Answer 11

Subsidiary

Question 12

Separate obligation of a partner

Answer 12

If a partner enters into a contract with a third person, then it is only that partner who is liable and not the partnership.

Question 13

A stipulation against liablity of all partners for the contracts entered into in the name of the partnership is?

Answer 13

VOID = as to third persons
VALID = as among the partners

Question 14

Except when authorized by the other partners or unless they have abandoned the business, one or more but less than all the partners have no authority to:

Answer 14

1. Assign the partnership property in trust for creditors or on the assignee’s promise to pay the debts of the partnership
2. Dispose of the goodwill of the business
3. Do any other act which would make it impossible to carry on the ordinary business of the partnership
4. Confess a judgment
5. Enter into a compromise concerning a partnership claim or liability
6. Submit a partnership claim or liability to arbitration
7. Renounce a claim of the partnership.

Question 15

If a partner ACTS WITHOUT AUTHORITY and the other party KNOWS the partner had no authority, the Partnership is?

Answer 15

NOT BOUND/NO LONGER BINDING

Question 16

If a partner DOES SOMETHING OUTSIDE THE NORMAL BUSINESS

Answer 16

It WON’T BIND the partnership unless the other partners approve

Question 17

Acts Apparently for Carrying on in Usual Way the Business of the Partnership

Such acts bind the partnership unless:

Answer 17

a. The partner so acting has in fact NO AUTHORITY to act for the partnership

b. The person with whom the partner is dealing HAS KNOWLEDGE of this lack of authority (bad faith).

Question 18

Acts Not Apparently for Carrying on in Usual Way the Business of the Partnership

Answer 18

It does NOT BIND the partnership, unless authorized by the partners

Question 19

Acts of Ownership

Answer 19

If a partners wants to sell, mortgage, or, transfer major partnership assets, the authority here must come from ALL (unanimous) of the partners.

Question 20

Acts in Contravention of a Restriction on Authority

Answer 20

Such acts DO NOT BIND the partnership if the person dealing with the partner HAS KNOWLEDGE of the restriction.

Question 21

Legal evidence of a person’s ownership rights in property; an instrument that constitutes such evidence.

Answer 21

Title

Question 22

An interest held by virtue of an equitable title or claimed on equitable grounds, such a the interest held by a trust beneficiary.

Answer 22

Equitable Interest

Question 23

Real Property may be registered or owned in the name of:

Answer 23

1. The partnership
2. One or more but not all the partners
3. One or more or all the parners, or in a third person in trust for the partnership
4. All the partners

Question 24

It is a statement in which someone acknowledges that something is true or that they have done something wrong.

Answer 24

Admission

Question 25

Admission by any partner is evidence against the partnership if:

Answer 25

1. The admission must concern partnership affairs 2. The admission must be within the scope of his authority

Question 26

An admission by a FORMER partner, after retirement, is?

Answer 26

NOT evidence against the firm.

Question 27

Article 1821 General Rule:

Answer 27

Notice to a partner is notice to the partnership

Question 28

Instances where knowledge of a partner is considered knowledge of the partnership

Answer 28

1. Knowledge of the partner acting in the particular matter acquired while a partner 2. Knowledge of the partner acting in the particular matter then present to his mind 3. Knowledge of any other partner who reasonably could and should have communicated it to the acting partner EXPN: This rule does not apply in cases of fraud committed by or with the consent of that partner against the partnership.

Question 29

Article 1822 Wrongful Act or Omission

Answer 29

The partnership is liable for any loss, injury, or penalty caused by a partner’s wrongful act or omission if it occurs in the ordinary course of business or with the authority of co-partners. Liability extends to the same extent as the responsible partner.

Question 30

The partnership is bound to make good the loss:

Answer 30

1. When a partner, acting within apparent authority, receives money or property from a third party and misapplies it. 2. When the partnership in the course of its business receives money or property from a third party, and any partner misapplies it while in the partnership’s custody.

Question 31

In cases where money or property is entrusted for a specific purpose, and a partner later misappropriates it, the court has ruled that such action constitutes _______.

Answer 31

Estafa, a crime of swindling.

Question 32

What is the extent of a partner's liability for obligations chargeable to the partnership?

Answer 32

All partners are solidarily liable with the partnership

Question 33

If he has made such a representation or consented to its being made in a public manner, he is liable to such persons, whether or not the representation has been made or communicated to them with the knowledge of the apparent partner making the representation or consenting to it.

Answer 33

1. When a partnership liability results, he is liable as though he were an actual member of the partnership. 2. When no partnership liability results, he is liable pro rata with the other persons, if any, consenting to the contract or representation, otherwise separately.

Question 34

Arises if all the partners consented to the misrepresentation of a third person who is not a real partner.

Answer 34

Partnership by estoppel

Question 35

A person who represents himself, or consents to another or others representing him to any one, as a partner either in an existing partnership or in one that is ficititious or apparent.

Answer 35

Partner by estoppel

Question 36

What is the liability of a person admitted into an existing partnership for obligations incurred before their admission, as outlined in Art. 1826?

Answer 36

Liable for all obligations. However, this liability is satisfied only out of partnership property, unless there is a stipulation to the contrary.

Question 37

What is the priority of creditors in relation to partnership property as outlined in Art. 1827?

Answer 37

The CREDITORS OF THE PARTNERSHIP are PREFERRED over the private creditors of each partner concerning the partnership property. However, the private creditors of a partner may still request the attachment and public sale of the partner's share in the partnership assets.