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1. A contract whereby 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

is a:

a. Partnership

b. Corporation

c. Sole Proprietorship

d. Joint Stock Company

The above is the definition of Partnership in accordance with Article 1767 of the New

Civil Code. In addition, other attributes of Partnership is it is a consensual contract so it is

perfected by the mere agreement of parties. It is also onerous as they bind themselves to

contribute money, property or industry to a common fund with the purpose of dividing profits

among themselves.

2. A partnership is:

a. a contract

b. a business organization

c. both (a) and (b)

d. neither (a) nor (b)

Under the Civil Code, a partnership is both a contract and a business organization. As a

contract, partnership exists when two or more persons agree to place their money, property

and skill in lawful commerce, with understanding that there shall be a proportionate sharing

of profits and losses among them. As a business organization, it has a juridical personality

separate and distinct from that of each of the partners.

3. A partnership is a consensual, principal and bilateral/multilateral contract. It is also the

following, except that it is not:

a. a preparatory contract

b. a nominate contract

c. an onerous contract

d. an aleatory contract
A partnership is nominate (has a special name given to it by law), preparatory (other

contracts will be entered into as the partnership pursues its business) and an onerous

(partners contribute money, property or industry to a common fund). Therefore, it is not an

aleatory contract since it is not dependent on chance, luck, or an uncertain outcome.

4. When, as a rule, does a partnership begin to exist?

a. On the date of the recording of the partnership agreement with the Securities and

Exchange Commission.

b. Upon the execution of the partnership agreement by the partners.

c. On the date when all the capitalist partners have delivered their contributions to

the partnership.

d. On the date when the partnership agreement is acknowledged before a notary

public.

Article 1784 deals with the commencement of a partnership. As a rule, a partnership

commences to exist from the time of the execution of the partnership contract or agreement by

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the partners. The partners, however, may stipulate for a different date when the partnership

begins to exist and any such stipulation is valid.

5. Which of the following is not an essential requisite of a partnership contract?

a. It must be established for the common benefit of the members which is to earn

profits and divide the profits among the members.

b. The articles are kept secret among the members.

c. There must be a mutual contribution of money, property or industry to a common

fund.

d. It must have a lawful object or purpose.

The essential requisites of partnership includes: a) there must be a valid contract; b) there

must be a mutual contribution of money, property or industry to a common fund; c) there must

have a lawful object or purpose; and d) must established for the common benefit of the partners

which is to obtain profits and to divide the profits among themselves. Therefore, keeping the

articles secret among the members is not an essential requisite of a partnership contract.
6. Who/which of the following may not be a partner in a partnership?

a. Natural Person

b. Partnership

c. Corporation

d. None of the foregoing

A corporation may not be a partner in a partnership because the law provides that a

corporation cannot act without the authority of the Board of Directors. A contrary rule will make

the corporation liable for the act of the other partners even if there was no authority from the

board of directors.

7. The doctrine of delectus personae/personarum refers to the right of a person to choose:

a. The persons whom he wants to be associated in partnership.

b. The business in which he wishes to engage with another person or other persons.

c. Both (a) and (b)

d. Neither (a) nor (b)

No person can be forced to become a partner of another due to the fiduciary relationship

(relationship based on trust and confidence) between partners. As such, person is free to choose

as partners those in whom he has trust and confidence. This right of a person to choose the

persons whom he wants to be associated in partnership is referred to as the doctrine of delectus

personae (or personarum).

8. The following may be contributed by a partner to a partnership, except:

a. Money

b. Tangible property such as a piece of land

c. Intellectual industry, such as that of a chemist, or manual industry such as that of

a mechanic.

d. Political connection or credit.

Since a partnership is onerous, the partners are required to make a mutual contribution in

money (cash), property (real, personal or intangible) or industry (physical or manual). Thus, any[Type
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political connection or credit may not be contributed by a partner to a partnership since it is

9. In which of the following cases is there a prima facie evidence that one is a partner in a

business?

a. His receipt of a share in the gross returns derived from a property where he has a

joint or common interest with another.

b. His receipt of a share of the profits realized from the use of property that he coowns with another.

c. His receipt of a share of the net profits of a business.

d. His receipt of share of the profits realized from the use of a property that he copossesses with
another.

Article 1769 provides for the rules in determining whether a partnership exists. In

accordance with Article 1769 (4), the receipt of a share of the net profits of a business is a prima

facie evidence that he is a partner in the business. This is based on the rule that one would not be

sharing in the profits of a business unless he is a partner therein.

Also, Article 1769 (2) provides that co-ownership or co-possession does not itself establish a

partnership even if the co-owners or co-possessors share any profits made by the use of the said

property.

10. A voluntary association or society whose articles are kept secret among its members and

where any one of the members may transact in his own name possesses which of the

following characteristics?

a. It is governed by the rules on co-ownership.

b. It has a juridical personality.

c. The members are treated as partners.

d. It shall be governed by the provisions on partnership.

Article 1775 states that a voluntary association or society whose articles are kept secret

among its members and where any one of the members may transact in his own name, shall have

no juridical personality, and shall be governed by the provisions relating to co-ownership.

11. A, B, C, D, E, F, G, H, I and J are members of “Alpha Association” whose articles are

kept among themselves and wherein any one of the members may transact in his own

name.
a. The association may sue under the name “Alpha Association”.

b. The association may be sued under the name “Alpha Association”

c. Both (a) and (b).

d. Neither (a) nor (b).

Article 1775 states that when articles are kept secret among the members and wherein any

one of the members may transact in his own name, shall have no juridical personality, and shall

be governed by the provisions relating to co-ownership.

Such association CANNOT SUE another person or file a case against a person under the

name of the said association. However, with respect to a suit/case by a third person against

such association, the same may be filed against the said association in its common name.

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Therefore, although Alpha Association may not file a suit/case using the name “Alpha

Association”, any third person may file a case against the corporation under the name “Alpha

Association”.

12. Three years ago, Benjamin and Bienvenido, brothers, inherited a five-floor commercial

building and the lot on which it was constructed, from Facundo, their father, who died

without a will. For the past three years, the brothers have divided between the two of

them the profit on the rental of the property. Are Benjamin and Bienvenido partners?

a. Yes, because of their receipt of the profit from the use of the property.

b. No, they are merely co-owners of the whole property.

c. No, each one is a sole proprietor of one-half of the whole property.

d. No, they are considered as stockholders of the whole property.

Benjamin and Bienvenido are not partners even if they share in the profit on the rental of the

property but considered as merely co-owners of the whole property. They merely inherited the

property from their father. There is NO AGREEMENT to contribute money, property or service

in a common fund in order to divide profits. As a rule, based on Article 1769, co-ownership or

co-possession does not of itself establish a partnership, whether or not such co-owners or copossessors
share in any profits made by the use of the property.

Note: In the above example, if after Benjamin and Bienvenido inherited the property, they
subsequently made an agreement that they will contribute the property which they received from

the estate of their father in a common fund for the purpose of dividing profits, then,

PARTNERSHIP WILL EXIST in the said situation since all the elements of partnership exist. In

other words, partnership can still exist even between co-owners as long as the elements of

agreement to contribute to a common fund and distribution of profits are present.

13. Sanchez and Suarez are both real estate brokers. The two have not entered into any

partnership agreement, but to save on costs, they share at the Avenue Twin Towers the

same office space on the front door of which is the signage “Sanchez and Suarez, Real

Estate Brokers”. They also use the same stationery showing the name appearing on the

signage and one telephone number, and share the services of the same secretary. Sanchez,

using the stationery, ordered a laptop computer worth P100, 000.00 from Cyber

Computers owned by Camarino, who himself delivered the computer to the office.

Camarino also issued a receipt acknowledging the down payment of P40, 000.00 from

“Sanchez and Suarez” without any objection from Suarez. Sanchez later failed to pay the

balance of P60, 000.00. Camarino now seeks to recover the amount of P60, 000.00 from

both Sanchez and Suarez as partners.

a. Only Sanchez can be held liable by Camarino since the purchase of the laptop

computer is the personal transaction of Sanchez.

b. Only Sanchez can be held liable by Camarino since Sanchez and Suarez did not

enter into any partnership.

c. Both Sanchez and Suarez can be held liable by Camarino since the two are

considered as partners in so far as Camarino is concerned.

d. Only “Sanchez and Suarez, Real Estate Brokers”, as a juridical entity is liable to

Camarino since an actual partnership exists.