PRELIMINARY EXAMINATION QUESTIONNAIRE

BL 212 Business Laws and Regulations

Tuesday and Friday
6:00-7:30 and 7:30 -9:00

Atty. JESON PAGAPONG

Instructor

1. Which of the following is not one of the characteristics in a contract of partnership:

a. Consensual
b. Principal
c. Preparatory
d. Unilateral
2. Common property in a universal partnership:
a. All present property and all profits which may be derived from them
b. All present property and all property acquired as a consequence thereof
c. All present property and future property provided not derived from donation or succession
d. All present property but excluding those derived therewith
3. Which of the following contract of partnership may not appear in public instrument:
a. A and B, who are partners, contributed P1,500.00 each to the partnership
b. X, a partner, contributed a condominium unit to the partnership
c. C, a partner, contributed a parcel of land to the partnership
d. Limited partnership
4. X, Y and Z entered into a partnership but they failed to provide for specification as to the nature
of their contribution. Supposed, X contributed land to the partnership, would Y and Z have right
over such land?
a. Yes, since the land now becomes partnership property
b. Yes because such partnership refers to all present property
c. No because absent of agreement, individual partner retains ownership of the thing
contributed
d. No because at this point the partnership yields no profit yet and thus it would be highly
inconsistent with the business if they will have right over the property
5. Which of the following is not one of the obligations of a partner with respect to contribution of
property:
a. To deliver what he had promise to contribute at the beginning of the partnership or some
stipulated date
b. To answer for eviction with regard to determinate property contributed
c. To preserve the property with due diligence pending delivery
d. To provide for appraisal of a real property contributed
6. A, B and C are partners to X partnership where they provide for 20’000.00, 20’000.00 and
60’000.00 plus industry as their respective contribution together with a stipulated 30%, 30% and
40% respective sharing of the company profits and losses. Supposed at the end of the year the
partnership operates at a loss of 100’000.00. How this losses be divided?
a. A-20’000: B-20’000: C-60’000
b. A-30’000: B-30’000: C-40’000
c. A-30’000: B-30’000: C-nothing
d. A-50’000: B-50’000: C- nothing
7. X, Y and Z are partners in a partnership with fix term of 10 years. However after only 4 years, Z,
the partner with controlling interest, decided to dissolve the partnership, can he validly dissolve
the partnership?
a. No unless the agreement is mutually changed to 4 years
b. Yes since Z has the controlling interest in the partnership
c. No because there was not consent from other partners
d. Yes but Z has to be liable to X and Y for damages
8. A and B, capitalist partners and C, an industrial partner, entered into a partnership. If C engage
in business for himself, A and B may do the following act, except:
a. Require C to account the profit of his personal business to the partnership
b. Sue C for specific performance for the partnership
c. Exclude C from the partnership
d. Allow C to continue engaging in business for himself
9. Ako, Ikaw and Siya entered into a limited partnership where Siya is the limited partner.
Supposed the partnership is about to suffer great losses, may Ako and Ikaw oblige Siya, who is
also operating at a loss, to put up additional capital?
a. Yes otherwise he may be obliged to sell his interest to other partners
b. No because Siya is a limited partner and therefore he is only liable to his original
contribution
c. Yes since the partnership is in imminent loss of business
d. No because Siya is financially incapable to put up additional capital
10. A and B are partners in a partnership X where A is the manager. C has due and demandable debt
to A in the amount of 30’000.00 with 1 % monthly interest and to the partnership X amounting
to 15’000.00 with 6% annual interest. Supposed C paid 3’000.00 and A issued a receipt for the
partnership. How should the payment be made?
a. 2’000 to A and 1’000 to X partnership
b. 3’000 to A and none to the partnership
c. 3’000 to X partnership and none to A
d. 1’500 each
11. A partner’s fault which causes damage to the partnership may off-set with the benefit derived
by the partnership on account of his extraordinary effort.
a. It may be off-set through judicial (court) order
b. It may be set-off if the benefit is due to the faulting partner’s extraordinary industry
c. It cannot be set-off because the partner at fault is not a creditor of the partnership
 d. It cannot be set-off unless there is an agreement between the partners
12. Which of the following things contributed the risk of loss of which cannot be borne by the
partnership:
a. When things contributed are to be sold
b. When things contributed are consumable or cannot be kept without deteriorating but
purpose of contribution is only for use or enjoyment
c. When things contributed are appraised in the inventory
d. When things contributed are determinate and the purpose of which is only for its use or
enjoyment
13. If the partnership was dispossessed of a land contributed by A, a partner, after delivery to the
partnership by the real owner, the effect will be:
a. A is to answer for warranty against eviction
b. A is considered a debtor of the partnership
c. A is considered a trustee of the land for the partnership
d. The partnership is dissolve
14. In the same case, what if the dispossession was made prior to delivery:
a. A is to answer for warranty against eviction
b. A is considered a debtor of the partnership
c. A is considered a trustee of the land for the partnership
d. The partnership is dissolve
15. On January, 2015, A and B agreed to form a partnership for cheese making where A has to
contribute a grazing land and milking house while B has to contribute 100 cows. Both further
agreed that the things contributed should be delivered on January 2017. On 2016, B’s cows grew
to 130 in number, on 2018 it became 160 and before the end of the year became 180. However
the partners only delivered their promised contribution on January 2019. At this point, how
many cows should B has to give to the partnership?
a. 100 cows
b. 130 cows
c. 160 cows
d. 150 cows
16. When a partner may not have the right to formal accounting.
a. When a partner derive profit relating to partnership conduct without the consent of other
partners
b. When one partner is wrongfully excluded from partnership business
c. When a partner or legal representative of a deceased partner demand true and full
information of partnership affairs
d. If agreed upon by all partners
17. A partner appointed as manager can do the following power
a. Sell a vehicle intended as common carrier
b. Transform an agricultural land into a tourist attraction facility
c. Hire and fire employees
d. Dispose of goodwill of the business
18. Who can form a universal partnership
a. Spouses during their marriage
b. Persons guilty of adultery or concubinage
c. Public officer and third person in consideration of the former’s office
d. Spouse after dissolution of their marriage
19. A, B and C are partners. A and B contributed P100’000.00 each while C, a limited partner, a land
the appraised value of which is P200’000.00. The partnership incurred a loss against third
person in the amount of P600’000.00. Supposed there is no agreement as to profits and losses,
how such loss against the third person is divided.
a. A-P100’000.00, B-P100’000.00, C-P200’000.00
b. A-P150’000.00, B-P150’000.00, C-P300’000.00
c. A-P200’000.00, B- P200’000.00, C- P200’000.00
d. A-P300’000.00, B-P300’000.00, C-nothing
20. A partner who does not speak, act or in any other manner deal for the partnership is called
a. Secret partner
b. Stupid partner
c. Subpartner
d. Silent partner
21. The duty to deliver the fruits of the promised contribution to the partnership
a. Arises from the perfection of the contract of partnership without a need of demand
b. Arises when anyone or all of the partners demand the contribution
c. Arises from the perfection of the contribution upon demand
d. Arises when the duty to deliver the promised contribution without the need of a demand
22. As regards a limited partner, which statement is correct
a. He is not allowed to transact business directly with the partnership otherwise it will result to
conflicting interest
b. He can only contribute money or property but not services
c. He automatically becomes agent of the partnership despite contrary stipulation
d. He has no liability to partnership creditor
23. A partnership which comprises all profits that the partners may acquire by their work or industry
during the existence of partnership
a. Universal partnership of profits
b. Particular partnership
c. Universal partnership of all present property
d. Partnership with a fix term
24. Bikoy is an industrial partner who also happen to contribute money to the partnership on top of
his services. In the absence of stipulation, what is his share in the profits?
a. Equitable share and share pro-rata to his interest
b. Just and equitable share of his services
c. Upon the agreement of the other partners
d. Proportionate share to his capital contribution
25. Tata, Titi and Tutu are partners in a business engage in quarrying. Due to business reverses, they
agreed to sell one of their load trucks at a minimum prize to Tiatui. The load truck however was
subsequently acquired by Titi who operated the same at a high profit without the knowledge of
Tata and Tutu.
a. Titi has the obligation to return the load truck back to the partnership
b. Tata and Tutu can no longer require the return of the load truck because its ownership has
now vested to Titi
c. Titi is oblige to return the load truck as well as the profits derived therefrom
d. Titi is under no obligation to return the load truck
26. Rodrigo and Antonio are partners. Later Antonio, the managing partner, assigned ½ of his entire
interest in the partnership in favor of Leila without the consent of Rodrigo. Is the assignment
valid?
a. No since in such case Leila becomes a partner of the partnership in violation of delectus
personae
b. No for as long as Rodrigo does not consent to the assignment
c. Yes for the reason that Antonio is the managing partner
d. Yes because a partner my assign his interest in the partnership without consent of other
partners
27. When the manner of management is not agreed upon, who shall manage the affairs of the
partnership?
a. Industrial partner
b. All of the partners
c. Limited partner
d. Capitalist partner
28. 1st statement: for failure to register the certificate of limited partnership with the Securities and
Exchange Commission, all contract entered into by such partnership with third person shall be
considered void. There is absolutely no partnership at the very beginning.

2nd statement: when an unlawful partnership is dissolved by a judicial decree, all he contribution
as well as the profits shall be confiscated by the state.
a. Both statements are true
b. 1st statement is true, while 2nd statement is false
c. Both statements are false
d. 1st statement is false, while 2nd statement is true
29. A capitalist partner who engaged for his own account a business similar to that which the
partnership is operating can be
a. Compelled to confer to the partnership any profit which may accrue to him from such
transaction
b. Compelled to sell his interest in the partnership to the other capitalist partners
c. Compelled to dissolve the operation of his business
d. Denied his share in the partnership profits
30. Which of the following is not an element of the partnership
 a. Valid contract
b. Mutual contribution to a common fund
c. Creation of law
d. Common intent to engage in business and divide the profits
31. 1st statement: the arrival of the term of partnership with a fixed term shall not dissolve the
partnership if the partners continue with the business of the partnership but such partnership
may be terminated anytime dependent in the will of the partners.

2nd statement: the general rule is that the loss of specific thing contributed t the partnership
dissolve the partnership when only the use of the thing due is contributed .
a. Both statements are true
b. 1st statement is true, while 2nd statement is false
c. Both statements are false
d. 1st statement is false, while 2nd statement is true
32. Which of the following is not one of the effects if an immovable contributed did not appear in a
public instrument
a. The parties may compel each other to observe the required form
b. The partnership has no juridical personality
c. The contract of partnership is void
d. The parties may require the return of their capital contribution
33. What property contributed to the partnership the loss of which shall be borne by the
contributing partner?
a. Specific and determinate thing the ownership of which is transferred to the partnership
b. Things contributed to be sold
c. Things brought and appraised in the inventory
d. Specific and determinate thing which are not fungible where only the use is contributed
34. A is the managing partner in ABC partnership where B and C are the capitalist partners. To save
the partnership from paying penalty in a loan for X, A, in good faith, paid the amount thereof to
W, the known agent of X. Unknown to A however, W makes good of the payment for himself to
the prejudice of both X and the partnership. Who will bear the loss?
a. A, B and C since they are subsidiary liable for the partnership
b. A alone since he is the managing partner and he causes the payment
c. None of the partners, not even the partnership because the payment is made in good faith
and A, the managing partner has acted within his authority
d. The partnership because it has to answer the for risk of its management in good faith
35. On June 2019, A,B, and C entered into a partnership contract where A and B contributed
P100’000.00 each and C his precious time and services. Since they failed to agree as to sharing
of profits and losses, they ask D, an independent party, to designate the sharing. On July, 2019,
D made known to the partners the following allocations: 50% of all profits and losses to A and
the remaining 50% to B while C will get nothing unless there will be extraordinary profits; he is
not also liable for losses. On June 2020, C impugn the sharing for being manifestly inequitable.
 a. C can no longer impugn the sharing since more than 3 months have passed from his
knowledge of such sharing
b. C can impugn the sharing because it is manifestly inequitable
c. C can impugn the sharing since the designation is void
d. C cannot impugn the sharing because it has already been executed
36. In the preceding situation, what if the partners agreed that it is C who should designate the
profits and losses
a. It cannot be done unless there is consent of C
b. It cannot be done since C is also a partner
c. It can be done so long as the sharing is not manifestly inequitable
d. It can be done provided no one is excluded from profit sharing while only C may be excluded
from share of the losses
37. How to remove a managing partner appointed in the article of partnership
a. For removal with just cause, the controlling majority is necessary
b. For removal with just cause, unanimous vote is necessary
c. He may be removed anytime regardless of causes
d. He cannot be removed unless the partnership is dissolved first
38. Which of the following is not an act of administration:
a. Provide for repair of dilapidated office space of the partnership
b. Hire and fire employees
c. Confess a judgment against the partnership
d. Incur a loan for acquisition of additional machinery in a milling business
39. Management of a partnership is usually conferred upon
a. Managing partner
b. President
c. Industrial partner
d. All partners
40. Which of the following is considered prima facie evidence of partnership existence
a. Where payment of interest on a loan varies with the profits of the business
b. The receipt by a person of a share of the profits
c. The sharing of gross return of the business
d. Where the parties are co-possessors of the property held in common

In 2005, L, M, N, 0 and P formed a partnership. L, M and N were capitalist partners who

contributed P500,000 each, while 0, a limited partner, contributed P1 ,000,000. P joined as an
industrial partner, contributing only his services. The Articles of Partnership, registered with the
Securities and Exchange Commission, designated L and 0 as managing partners; L was liable only
to the extent of his capital contribution; and P was not liable for losses. In 2006, the partnership
earned a net profit of P800,000. In the same year, P engaged in a different business with the
consent of all the partners. However, in 2007, the partnership incurred a net loss of P500,000. In
2008, the partners dissolved the partnership. The proceeds of the sale of partnership assets
were insufficient to settle its obligation. After liquidation, the partnership had an unpaid liability
ofP300,000.

41.-45. Assuming that the just and equitable share of the industrial partner, P, in the profit
in 2006 amounted to P1 00,000, how much is the share of 0, a limited partner, in the
P800,000 net profit?

46.-50 In 2007, how much is the share of 0, a limited partner, in the net loss of P500,000.00?