1, X writes B offering to sell a piece of land for P100,000 and at the same time receives from B a letter offering to buy the same land for P100,000. Is there a perfected contract? No, there is no perfected contract in this case. Contract of Sale, per New Civil Code has the following elements: 1. Consent or meeting of the minds - the definite agreement between parties with respect to the thing (object) and price (cause); both parties having legal capacity. 2. Object or subject matter - the determinate thing to be sold. 3. Cause or consideration - the price certain in money or its equivalent. In this instance, B makes a unilateral offer to purchase the land for P100,000, and the case does not specify whether X accepts the offer; in short, there is no acceptance from X in any form: In this case, only two components of a contract of sale were present: 1. The item or subject matter, ~ the land that X is selling; 2, The Cause or Consideration, which is the P100,000 price. However, the permission has not been made explicit. There has been no word on X's acceptance of B's offer. And even if X accepted B's offer, there will still be no finalized contract of sale because no payment of P100,000 for the piece of land has been made.2. A,B and Care partners in X Partnership. The Partnership is dissolved by A’s death. B thereafter transacts business with D, a third person. The transaction does not referto winding up of partnership affairs not is it design to completed transactions begun but not finished at dissolution. May the Partnership be found? There is no partnership in this case. The New Civil Code provides that after dissolution, the Partnership remains viable as a business concern only for the purpose of wrapping up its affairs. The primary importance of dissolution is that no new Partnership business should be started following the dissolution, but that all Partnership assets should be liquidated, and distribution made to those entitled to the Partner's stake. By applying this legal principle to the issue at hand, all transactions by the surviving Partners of X partnership should be confined to liquidation and dissolution. Any transactions made outside of liquidation and dissolution would be deemed invalid due to the Partnership's inability to be located.3. Whats Partnership by Estoppel? a. What are the two (2) ways wherein a Partnership by estoppel is created? b. Cite situational example for each way. ¢. What are the eight (8) criteria in distinguishing a parmership from a corporation? Discuss how these criteria apply for each of them (partnership vis-a-vis corporation. a Partnership by Estoppel occurs when a person portrays or promotes himself to another as a Partner in an existing or non-existent Partnership, either directly or indirectly. itis created in two ways: 1, When a person directly represents himself as a Partner in an existing/non-existing Partnership to anyone through words or conduct; and 2. When @ person indirectly represents himself as a Partner in an existing/non-existing Partnership through words or conduct by consenting to another representing him as a Partner in an existing/non-existing Partnership. b. Example: 1. When a person actively promotes himself as a partner in an existing or non-existent relationship by his words or actions. To begin, A, 8, and C are partners in X & Co. D represented himself asa partner in X & Co. to E, who granted credit to X & Co. on the basis of such representation. D is an estoppel partner. If the Partners A, B, and C consented to D's misstatement to E, then X & Co., including D, will be liable. 2. When a person indirectly represents himself via the use of words or action by consenting toanother representing him as a partner in an existing/non-existing Partnership. If A and B are not partners in relation to one another, they will not be partners in relation to C, a third party. However, if A, with the permission of B, indirectly indicates to C that they are partners, A and 8 Will be treated as partners by C, even if they are not. ce A corporation is an artificial being created by operation of law, having the right of succession and the powers, attributes and properties expressly authorized by law or incident to its existence. While by the contract of partnership two or more persons bind themselves to contribute money, property, or industry to a common fund, with the intention of dividing the profits among themselves. Both kinds of business organization have separate juridical personalities to their respective owners. A partnership has a separate and distinct legal personality from the Partners, but a corporation has a separate and distinct legal personality from each of the Corporators. As per the objective, a partnership is formed to generate profit, but the purpose of a corporation is determined by the Articles of Incorporation. The two have different complications as to its existence. Partnership is limited to the lifetime of the partners. When one partner dies, the partnership is automatically dissolved. For corporations, before the Revised Corporation Code is enacted, its lifetime is for 50 years, but extendable. But after the enactment of the Revised Corporation Code, incorporators are allowed to set for an infinite lifetime.For the number of parties involved, a partnership must have a minimum of two or more members, but a traditional corporation must have a minimum of five members per the Old Corporation Code. In the Revised Corporation Code, the so-called One-Person Corporation is now allowed where the incorporator has a separate juridical entity to the corporation unlike in sole proprietorship. In the commencement of the juridical personality, a partnership begins with the execution of the partnership contract, but corporation does not acquire legal identity until the Certificate of Incorporation is issued. While a partner in a partnership may not dispose of his or her individual stake unless other partners agree, shareholders in corporations could transfer shares without the permission of other stockholders. As to their authority to act in the third person, in the absence of a contrary provision, a Partner may bind the Partnership since each Partner acts as its agent, whereas in Corporations, management is vested in the Board of Directors. For the death of a part-owner, while the death of a Partner results in the dissolution of the Partnership, the death of a Stockholder does not result in the dissolution of the Corporation. Lastly, as to the power of a party to dissolve the entity, any or all the Partners may dissolve the 5Partnership at any time. While corporations may be dissolved only with the permission of the law.4, In what ways or by what means can the existence of a Corporation come to an end? Corporations come to an end through the following: End of Corporate Term Dissolution by shortening corporate term or Voluntary dissolution - This may be done byamending the Articles of Incorporation to shorten the corporate term. Involuntary dissolution - A Corporation may be dissolved by SEC upon filing of a verified complaint against the Corporation. Non-surviving corporations in cases of merger or consolidation5. Case Analysis — the X-Partnership becomes insolvent due to mismanagement and cannot pay its liability to ¥ Corp. ¥ Corp proposes to manage the partnership business, with the agreement that 50 percent of the net profits will be applied to the payment of X-Partnership’s debt to Y-Corp. X Partnership agrees the management contract. ‘a, Can the Y-Corp enter into the above management contract? b, Is the Y-Corp considered a partner of the X-Partnership by the mere fact thatit is receiving a share of the new profits a A management contract is an agreement that vests operational control of a business in a seperate firm that performs the essential managerial duties for a fee. There is nothing in the Revised Corporation Code and the New Civil Code the provides that a corporation may enter a management contract with a partnership to manage the latter’s business. Thus, it may be allowed provided that the contract is approved by the respective approving authorities of each firm as the Supreme Court ruled in one case. b. No, Y-Corp will not become a Partner solely based on profit receiving. When two or more persons jointly own and consent to own a business, a partnership is created. Profits do not automatically qualify or bind them as a partnership under the law. Additionally, the Law specifies that, generally, only natural persons may form a partnership. This means that only an actual physical person, and not another Partnership, to be a Partnership. However, there is one Supreme case, Tuason vs. Bolanos, which ruled that a joint venture by two corporations may be considered a partnership with a separate juridical entity. However, the parameters of that case do not fit in the facts provided,