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NATIONAL COLLEGE OF BUSINESS AND ARTS

Cubao-Fairview-Taytay
SECOND SEMESTER SY 2015-2016
MID-TERM DEPARTMENTAL EXAMINATIONS 2 HRS
BUSINESS LAW 2 LAWS ON BUSINESS ORGANIZATION

INSTRUCTIONS:Select the correct answer for each of the following questions. Mark only one answer for
each item by Shading the corresponding letter of your choice on the answer sheet provided. STRICTLY
NO ERASURES ALLOWED. Use Pencil No. 2 only.

1. Which of the following is false?


A. A partnership is dissolved upon the death of an industrial partner.
B. Silent partners have no voice in the management of the partnership affairs.
C. A capitalist partner may not engage in a business similar to that which the partnership is
engaged, unless there is a stipulation to the contrary.
D. A partnership may be formed and organized for charitable purposes.

2. Which of the following is true?


A. If Mae is a partner in a universal partnership of all profits and subsequently won the mega
lotto jackpot of P100M, the prize money will belong to her
B. Co-ownership does not by itself establish a partnership, unless the co-owners share in the
profits made by the use of the property.
C. A newly admitted partner shall be liable to the creditors of the partnership at the time of his
admission, up to the extent of his separate properties.
D. A universal partnership of all present property comprises only all that the partners may
acquire by their work or industry during the existence of the partnership.

3. Which of the following is false?


A. The name of the partnership shall bear the name of one or more partners.
B. The designation of the profits and losses may be entrusted to a third person
C. A partnership at will is without a definite period of existence and can be dissolved any time.
D. The common property of a universal partnership shall be all the properties which shall belong
to each of the partners at the time of the constitution of the partnership excluding the
properties which each may acquire thereafter.

4. Which of the following is true?


A. If the industrial partner engages himself in any business aside from the business of the
partnership, the capitalist partners may exclude him from the partnership and avail of the
profits from his separate business plus damages.
B. Future properties acquired through inheritance, legacy or donation, including the fruits thereof
can be included in the stipulation regarding universal partnership of all present property.
C. A partnership has a juridical personality separate and distinct from the partners upon the
issuance of the certificate of registration by the SEC.
D. The sharing of gross returns does not of itself establish a partnership, even if the persons
sharing them have a joint or common right or interest in any property from which the returns
are derived.

5. Which of the following is false?


A. Partnership with a capital of three thousand pesos or more, in money or movable property,
shall appear in a public instrument, and recorded at SEC.
B. An industrial partner is always a general partner.
C. Persons who are not partners as to each other are not partners as to third persons.
D. In the absence of stipulation, the share of each partner in the profits and losses shall be equal
to each other.

6. Which of the following is true?


A. The receipt of a person of a share in the profits is conclusive evidence that he is a partner in
the business.
B. Unless there is a stipulation to the contrary, partners shall contribute equal shares to the
capital of the partnership.
C. The partners excluding industrial ones are liable pro rata for the contractual liabilities of the
partnership.
D. Persons who are prohibited by law to donate to each other cannot enter into partnership
2 BUSINESS LAW 2 LAWS ON BUSINESS ORGANIZATION
contracts.

7. Which of the following is true?


A. The designation of the profits and losses may be entrusted to the managing partner.
B. If property has been promised by a partner as contribution to the partnership, the fruits arising
from the time the property should have been delivered should also be given provided prior
demand was made.
C. Whenever immovable property is contributed, an inventory of said property is needed, signed
by the parties and attached to the public instrument, otherwise the contract of partnership is
void
D. A limited partner can contribute money, property or industry into the common fund.

8. Which of the following may be a cause for involuntary dissolution?


A. Insanity of a partner
B. Express will of any partner
C. Expulsion of any partner
D. Termination of the term

9. Which of the following may be a cause for a voluntary dissolution?


A. Death of a general partner
B. Civil interdiction of a partner
C. Expiration of the period for which the partnership was to exist
D. Insolvency of a partner

10. Has priority over partnership assets:


A. partners’ creditors C. partners
B. partnership’s creditors D. associates of the partners

11. The following persons are disqualified to form a universal partnership. Who are the exceptions?
A. Half Brothers and half sisters
B. Husband and Wife
C. Those guilty of adultery and concubinage
D. Those guilty of the same criminal offense, if the partnership is entered into in consideration
of the same

12. The remedy of capitalist partners against an industrial partner who engaged in a business for
himself without the expressed permission from the partnership is:
A. To compel the industrial partner to sell his interest to the said 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.

13. Which of the following is considered prima facie evidence of the existence of a partnership?
A. Where payment of interest on a loan varies with the profits of the business.
B. The receipts by a person of a share of the profits.
C. The sharing of gross returns of a business.
D. Where the parties are established as co-owners of a property.

14. Can be made by the managing partner without consent of the other partners:
A. Waiver or compromise
B. Make material alteration upon an immovable property belonging to the partnership
C. Sell partnership goodwill
D. Sell property in the usual course of business

15. One or more but less than all the partners have no authority to perform the following acts, except:
A. Do any act which would make it impossible to carry on the ordinary business of the
partnership.
B. Submit a partnership claim or liability to arbitration.
C. Renounce a claim of the partnership.
D. Convey partnership property in the ordinary course of partnership business.

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16. Capitalist partner engaged for his own account in an operation which is of the kind of business in
which the partnership is engaged. Said partner can be
A. compelled to sell his interest in the partnership to the other capitalist partners
B. compelled to dissolve or discontinue the operation of his business
C. compelled to bring to the common funds of the partnership any profits accruing to him from
his transactions
D. share his profits the other partners

17. In case of an imminent loss of the business of the partnership, the following partners are required
to give additional contribution except:
A. General partners
B. B.Industrial partners
C. Capitalist partners
D. Limited partners

18. A, B and C are capitalist partners while D is an industrial partner. A, the managing partner
engaged personally in a business that is the same as the business of the partnership without the
consent of the other partners. As a result,
A. If there are losses, the partnership will bear the losses
B. If there are profits, the profits will be shared by A and the partnership
C. If there are profits, A will give the profits to the partnership
D. A will be excluded from the partnership and will pay damages

19. X is indebted to XYZ Partnership in the amount of P50,000 and to Y, the managing partner in the
amount of P50,000. Y collects from X P50,000.
1st statement - If Y gives his own receipt, the payment shall be applied to the two credits
proportionately.
2nd statement - If Y gives a receipt of the partnership, the payment shall be applied to the
credit of the partnership
A. Only the 1st statement is true C. Both are false
B. Only the 2nd statement is true D. Both are true

20. X is indebted to a partnership in the amount of P50,000 and to Y, one of the partners of the same
partnership in the amount of P50,000. Y collects from X P50,000. Which of the following is correct?
1st statement- Y can appropriate the whole amount if he will give his own receipt
2nd statement - If Y issued a receipt of the partnership, the payment shall be applied to the
partnership’s credit
A. Only the 1st statement is true C. Both are false
B. Only the 2nd statement is true D. Both are true

21. The order of preference in the liquidation of a General Partnership:


A. Outside creditors; Partners profits; Partners as creditors; Partners capital
B. Partners as creditors; Outside creditors; Partners capital; Partners profits
C. Partners capital; Outside creditors; Partners as creditors; Partners profits
D. Outside creditors; Partners as creditors; Partners capital; Partners profits

22. X, Y and Z are partners of X Partnership, each contributed P100,000 and A contributed his
industry. The net contractual liability of the partnership amounted to P180,000. The remaining
assets of the partnership amounted to only P60,000. Supposed the creditor B, got the P60,000,
how can he recover deficiency of P120,000?
A. B can recover P30,000 each from the four partners
B. B can recover P40,000 each from the capitalist partners.
C. B can recover P120,000 from any of the partners.
D. B can recover P120,000 from X, Y and Z based on their capital contributions

23. Which of the following is not correct? In a limited partnership composed of X, Y and Z, the
contribution may be as follows:
A. X-services (limited partner); Y-cash (general partner); Z-tools (general partner)
B. B. X-land (limited partner); Y-services (general partner); Z-cash (general partner)
C. X-cash (limited partner); Y-building (general partner); Z-services (general partner)
D. X - cash (limited partner); Y-car (general partner); Z-services (general partner)

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24. X, Y, Z, and A are partners in AX Partnership. E is a debtor of the partnership in the amount of
P100,000.00. X received from debtor E the sum of P25,000.00 and issued a receipt identifying the
amount of his share. Then E became insolvent. The other partners cannot collect their shares.
Which of the following is correct?
A. X cannot be compelled to share the P25,000.00 with the other partners
B. Y, Z, and A can charge the profit of X with their share of the P25,000.00.
C. X can be compelled to share with Y, Z, and A the P25,000.00.
D. Y, Z, and A should automatically sue E to collect the P75,000.00

25. Three of the following are rights of a partner. Which one is not?
A. Right to associate another person to his share
B. Right to admit another partner
C. Right to inspect and copy partnership books
D. Right to ask dissolution of the firm at the proper time

26. X, Y and Z are partners with capital contribution of P10,000 each. Supposed on dissolution, the
assets of their partnership amount to only P100,000 and it owed A the amount of P150,000. X
owes B on his personal account P100,000. The partners have no separate personal property
except X whose separate property amounts to P40,000. Which is correct?
A. A and B shall divide X's property equally.
B. A and B shall divide X's property proportionately.
C. B shall be preferred as regards X's separate property.
D. A shall preferred as regards X's separate property.

27. X, Y and Z orally agreed to form a partnership 1 year from today. If at the arrival of the period, one
refuses to go ahead with the agreement, can the others enforce the agreement?
1st statement - No, because the agreement was merely oral
2nd statement - Yes, because their contract is not governed by the Statute of frauds
A. Only the 1st statement is true C. Both are false
B. Only the 2nd statement is true D. Both are true

28. X, Y and Z are partners in AX Partnership. E represented himself as a partner to F, who, on the
faith of such representation, granted P300,000 loan to AX partnership. Assuming only X and Y
consented to such representation, who shall be liable to F?
A. Since the partnership benefited from the credit extended by F, all partners are liable.
B. Only X, Y and E are partners by estoppel and are liable pro-rata to F.
C. Since the loan was extended to the partnership, all the partners and E are liable.
D. Only E who made the representation shall be liable to F.

29. A person who directly represents himself or consents or allows himself to be represented with one
or more persons who are not actually partners
A. Nominal Partner C. Substituted limited Partner
B. Dormant Partner D. Ostensible Partner

30. The change in the relation of the partners caused by any partner ceasing to be associated in the
carrying on of the business
A. Liquidation C. Winding up
B. Termination D. dissolution

31. A partner who’s liability for contractual obligations of the partnership does not extend to his
properties not contributed to the partnership.
A. Limited Partner C. Nominal partner
B. All Partners D. Silent Partner

32. A partner who has all the rights, power and subject to all the restrictions of a general but whose
liability is, among themselves, limited to his capital contribution
A. General Limited partner C. Ostensible Partner
B. Limited Partner. D. A newly admitted Partner

33. Which of the following contracts of partnership need not appear in a public instrument?
A. Limited partnership
B. Partnership where immovable are contributed
C. Partnership having a capital of P3,000 or more
D. None of the above

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34. X, Y and Z are partners. X is an industrial partner. During the first year of operation, the firm
realized a profit of P60,000. During the second year, the firm sustained a loss of P30,000. So, the
net profit for the two years of operation was only P30,000. In the article of the partnership, it was
agreed that X, the industrial partner would get 1/3 of the profit but would not share in the losses.
How much will X get?
A. P20,000 which is 1/3 of the profit of the 1st year of operation
B. P10,000 which is 1/3 of the net profit
C. P20,000 in the first yea and none in the second year
D. X will share in the loss in the second year

35. X, Y and Z are partners. Later, A was admitted as a new partner. At the time of A's admission, the
partnership was indebted to Q for P500,000 and R for P300,000. After A’s admission to the
partnership, the partnership borrowed from M P200,000 and P400,000 from N. On March 1, 2015,
the partnership became insolvent and the creditors are going after the separate properties of the
partners to satisfy their remaining claims. How can the creditors' claims be satisfied?

ANSWER 1: Q and R can go after the separate properties of all the partners including those of A.
ANSWER 2: M and N can go after the separate properties of X, Y and Z only
Which of the following is correct?
A. Both answers are wrong.
B. Answer #1 is wrong, but answer #2 is correct.
C. Both answers are correct.
D. Answer #1 is correct, but answer #2 is wrong.

36. A and B were partners. A, being the managing partner, invited C to associate with him in his share
in the partnership. What are the rights of the partners?
A. A may have C as an associate in his share even without B’s consent.
B. A may not have C as an associate because he is already B’s partner.
C. C may become a partner upon invitation of A, the managing partner.
D. B may refuse to accept C as A’s associate due to conflict of interest.

37. A partnership whereby the partners contribute to a common fund all the property actually belonging
to them at the time of the constitution of the partnership, with the intention of dividing the same
among themselves as well as the profits which they may acquire therewith is called:
A. Universal partnership of all present property
B. Universal partnership of profits
C. Particular partnership
D. Partnership at will

38. A, B and C are partners and contributed to the partnership P 100,000.00, P300,000.00 and
services, respectively. The partnership was later liquidated and after payment of the Partnership
indebtedness only P20,000.00 worth of assets remained. How much is the share of C?
A. Zero C. Equal to the share of A.
B. Equal to the share of B D. P4.000.00

39. A and B agreed to contribute their respective farms to form a partnership. A immediately delivered
his land. B waited until after 2 months so he could harvest some rice in his farm. What may the
parties do?
A. B should deliver the land and the rice he harvested.
B. B is allowed to keep his land until a formal demand is made.
C. A should also be allowed to harvest any fruits in his land.
D. A should ask for a rescission of the contract of partnership.

40. A substituted limited partner is:


A. a newly admitted partner
B. a widow of the deceased partner
C. an assignee admitted to all the rights of a limited partner
D. an heir of a partner

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41. Alex and Jennifer agreed to form a partnership. Each contributed cash and personal properties
worth P 100,000 to a common fund. But they did not register the partnership with the Securities &
Exchange Commission.
A. The partnership is still valid. C. The partnership is voidable
B. The partnership is void. D. The partnership is unenforceable

42. Which of the following is an essential element of partnership?


A. There must be a contribution of money, property or industry to a common fund.
B. There must be a valid and voluntary agreement.
C. It must be an association for profit with the intention to divide the profits among themselves
D. All of them.

43. Bear the risk of things contributed to the partnership


A. Contributing partner
B. Limited partner
C. Partner contributing usufructuary rights
D. All of the above

44. In three of the following circumstances, the certificate of a limited partnership may be amended.
Which is the exception?
A. Change in the character of the business
B. There is a false or erroneous statement in the certificate
C. Death of a general partner
D. A person is substituted as a limited partner

45. If a partner is insolvent, the first order of preference in the distribution of his assets is?
A. partnership creditors
B. partner's contribution in the partnership
C. separate creditors of the debtor
D. pro-rata between the separate creditors and the partnership creditors

46. A, B and C are partners in BAC Partnership. F represented himself as a partner in BAC Partnership
to X, who, on the faith of such representation, granted P300,000 loan. Assuming only A and B
consented to such representation, who shall be liable to X?
A. Since the partnership benefited from the credit extended by X, all partners A, B and C are
liable.
B. Only A, B and F are partners by estoppel are liable pro-rata to X.
C. Since the loan was extended to the partnership, all the partners and F are liable.
D. Only F who made the representation shall be liable to X.

47. When the manner of management has not been agreed upon in a general partnership, who shall
manage the affairs of the partnership?
A. Capitalist partners. C. Industrial partners
B. Capitalist-industrial partners. D. All of the partners

48. D, E and F are partners contributing P60,000, P40,000 and services, respectively. The partners
agreed to divide the profits as follows: A, 35%; B, 35% and C 30%. If there is a profit of' P10,000
how should the said profit of P10,000 be distributed among the partners?
A. A, P6,000; B, P4,000; C, nothing
B. A, P3,500; B, P3,500; C, P3,000
C. A, P3,500; B, P2,.500 C, P3,000
D. A, P3,000; B, P2,000; C, P5,000

49. A partnership is dissolved on the death of a:


A. General partner. C. Industrial partner
B. Limited partner . D. a, b and c

50. A partnership without a definite period of existence and which can be dissolved at any time by any
of the partners is called:
A. Universal partnership of all present property
B. Universal partnership of profits
C. Particular partnership
D. Partnership at will

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51. 1st statement.Partnership books are kept in the partnership office and may be inspected at any
reasonable hour by any partner.
2nd statement. A stipulation which excludes a partner from sharing in the losses is void.
A. True, True. C. False, False
B. True, False . D. False, True

52. 1st statement.The partner appointed manager in the articles of co-partnership can execute all acts
of administration despite the opposition of his other partners unless he will act unreasonably.
2nd statement.Winding up is the change in the relation of the partners caused by any partner
ceasing to be associated in the carrying on of the business
A. True, True. C. False, False
B. True, False . D. False, True

53. 1st statament. In the absence of a managing partner, management of the affairs of a partnership is
usually conferred upon industrial partners
2nd statement.A newly admitted partner shall be liable to the creditors of the partnership at the time
of his admission, up to the extent of his separate properties.
A. True, True. C. False, False
B. True, False . D. False, True

54. Paolo contributed P50,000; Ronald contributed P75,000; and Paul contributed P25,000. Jay is the
industrial partner. There is no stipulation regarding profits and losses. The partnership suffered a
P300,000 loss. The loss shall be shared by the partners as follows:
A. P100,000; P100,000; P100,000; and P0
B. P75,000; P75,000; P75,000; and P75,000
C. P100,000; P150,000; P50,000; and P0
D. P100,000; P100,000; P100,000; and P100,000

55. 1st statement - A partnership is not dissolved upon the death of an industrial partner.
2nd statement – An ostensible partner is not really a partner, not being a party to the partnership
contract, but made liable as a partner for the protection of an innocent third person.
A. True, True. C. False, False
B. True, False . D. False, True

56. 1st statement . A partner will be liable to pay damages to the partnership if he will cause damage or
injury to the partnershipand in violation of partners’ agreement, but his obligations may be
compensated if the partnership will realize extra-ordinary profits from his transactions.
2nd statement. Partnership books may be inspected at any reasonable hour by a nominal partner.
A. True, True. C. False, False
B. True, False . D. False, True

57. 1st statement. If a managing partner will associate another person and will assign to him his whole
interest in the partnership, then said assignee can be admitted as a partner.
2nd statement A partnership has a juridical personality separate and distinct form the partners upon
the issuance of the certificate of registration by the SEC.
A. True, True. C. False, False
B. True, False . D. False, True

58. 1st statement. An article of universal partnership entered into without specification of its nature is
presumed to constitute only a universal partnership of all profits.
2nd statement. Statute of Frauds cannot be applied in a contract of partnership.
A. True, True. B. True, False . C. False, False D. False, True

59. 1st statement. Secret and notorious partnerships are void ab initio.
2nd statement. Persons who are not partners as to each other are not partners as to third persons.
A. True, True. B. True, False . C. False, False D. False, True

60. 1st statement. When an unlawful partnership is dissolved, the profits and the contributions of the
partners will be confiscated in favor of the state.
2nd statement. All partners, including industrial ones,are liable pro rata for the contractual liabilities
of the partnership.
A. True, True. B. True, False C. False, False. D. False, True

END OF EXAMINATION

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