(1) Liabilities of a Limited Partner (a) This is a new provision of the new Civil Code.

Art. 1858 753 CIVIL CODE OF THE PHILIPPINES Source: Sec. 17, Uniform Limited Partnership Act.
(b) A and B are limited partners of a partnership. In the certifi cate, it was stated that A
contributed P1.8 million when as a matter of fact he had given only P1.5 million. In the certifi
cate too is a promise made by B to pay P200,000 additional contribution on Dec. 1, 2004. Should
A and B make good the P300,000 and P200,000 respectively?

ANS.: Yes, A should pay now; B on Dec. 1, 2004. (c) May the liabilities in the preceding problem
be waived or compromised? ANS.: Yes, but two conditions must be followed: (a) All the other
partners must agree. (b) Innocent third party creditors must not be prejudiced. They are
innocent when their claim for extension of credit was before the cancellation or amendment of
the certifi cate.

(2) Problem Involving Liability to Creditors A, a limited partner, received the return of his
contribution on the date stated in the certifi cate. It was discovered that the remaining assets
were insuffi cient to pay two creditors, X and Y. X’s claim arose before the return; Y’s claim arose
after the return. Should A be compelled to give back what he had received? ANS.: I distinguish:
(a) X’s claim should be satisfi ed out of what has been returned to A. Reason: X’s claim arose
before the return. If there is a balance, it should be returned to A. If there is a defi cit, A is not
liable for this because he is only a limited partner. (b) Y’s claim does not have to be satisfi ed
from what has been returned to A as contribution. Reason: His claim arose after the return. Y’s
claim should be directed against the general partners.