NOTES (Quiz 3 - Dissolution and Winding Up PARTCOR)

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● Automatic dissolution can occur even without the consent of all the partners at

the start of the partnership. ​TRUE


● Rescission, annulment and dissolution of a partnership all refer to the same
thing. ​FALSE
● Dissolution of a partnership is the same as rescission of the contract of
partnership. ​FALSE
● Rescission, annulment and dissolution all produce the same effect in a
partnership; the dissolution of the partnership. ​TRUE
● Admission of a new partner is an addition to the partnership that requires
dissolution of the partnership. ​TRUE
● A dissolved partnership can still be held liable for any transaction entered into by
a partner by estoppel. ​TRUE
● A general partnership can also be a partnership by estoppel. ​TRUE
● Dissolved partnership can never be continued by any of the partners without the
consent of the other partners. ​FALSE
● Voidable contracts of partnerships may be dissolved before it is annulled. ​TRUE
● Partners who wrongfully caused the dissolution of the partnership does not have
any rights to the partnership due to his wrongful acts. ​FALSE
● Partnership creditors do not have to be paid upon or after dissolution of the
partnership if the business is continued by one or some of the partners. ​TRUE
● Only partners of a partnership can wind up the partnership. ​FALSE
● Dementia of a partner is not a ground to dissolve the partnership. ​FALSE
● In case of dissolution of the partnership by death of the partners, continuing
partners must seek the permission of the heirs of the deceased partner to
continue the business for them to do so. ​TRUE
● A partner who contributed the use of a specific property can demand that the
property be returned to him when the partnership is dissolved. ​TRUE
● When the partners all agree to engage into business different from the purpose
of the partnership, they may do so without dissolving the partnership. ​TRUE
● A partnership at will can be dissolved at any time by any of the partners for
whatever reason. ​TRUE
● Partnerships by Estoppel cannot be dissolved because it does not exist. ​TRUE
● Partnership creditors are considered more preferred to partners' creditors when it
comes to partnership assets. ​TRUE
● Partnership creditors are less preferred to partners' creditors when it comes to
the partners' separate assets. ​TRUE
● Judicial dissolution can be done by the court on its own. ​FALSE
● A partner who contributed the use of a specific property can demand that the
property be returned to him when the partnership is dissolved. ​TRUE
● Partnerships that are voidable due to fraud done during the creation of the
partnership may be ratified by the partners. ​TRUE
● If a partnership is dissolved because a partner dies, any liability of the said
partner to the partners to third persons will be paid from the estate of the partner.
TRUE
● An account of a partner’s interest may be required at any time, not only during
the dissolution of the partnership. ​TRUE
● Dissolution of a partnership means the partnership ceases to exist as a legal
entity after winding up. ​TRUE
● Assets of the partnership encompass those which are owned by the partnership
at the time of dissolution and any receivables from the partners in the books of
the partnership. ​FALSE
● Where all the partners in the partnership died, there is no winding up unless
authorized by the court. ​FALSE
● Partnerships by estoppel are dissolved as soon as the existing partnership is
dissolved. ​FALSE
● In case of dissolution of the partnership by death of the partners, continuing
partners must seek the permission of the heirs of the deceased partner to
continue the business. ​TRUE
● Dissolved partnerships are considered to no longer be going concern. ​TRUE
● Dissolved partnership can never be continued by any of the partners without the
consent of the other partners. ​FALSE
● A partner who was exempted to pay for partnership liabilities upon dissolution is
released from the obligation to pay only if the partnership creditors agreed.
FALSE
● Partners who voluntarily agreed to dissolve the partnership means that none of
them were in violation of the terms of the partnership agreement. ​FALSE
● Sub-partners, not being partners of the partnership, cannot ask the partners to
dissolve the partnership. ​TRUE
● A general partnership can also be a partnership by estoppel. ​TRUE
● Automatic dissolution can occur even without the consent of all the partners at
the start of the partnership. ​TRUE
● Partners who withdraws from the partnership but allowed his or her name to be
used as a partnership name is still liable as a partner. ​TRUE
● Partners who voluntarily agree to dissolve the partnership means that none of
them want to continue the business. ​FALSE
● The partners can agree to exempt one or more partners from partnership
liabilities but not all partners. ​TRUE

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