PAT Bar Questions term of five (5) years.

Pauline
subsequently assigned to Philip her
BARRION interest in the partnership. When
CATALO Patricia and Priscilla learned of the
DELGADO assignment, they decided to dissolve
DELOS SANTOS the partnership before the expiration
of its term as they had an
PARTNERSHIP unproductive business relationship
Composition of Partnerships; with Philip in the past. On the other
Spouses; Corporations (1994) hand, unaware of the move of
1) Can a husband and wife form a Patricia and Priscilla but sensing their
limited partnership to engage in real negative reaction to his acquisition of
estate business, with the wife being a Pauline's interest, Philip simultaneously
limited partner? petitioned for the dissolution of the
2) Can two corporations organize a partnership.
general partnership under the Civil 1.Is the dissolution done by Patricia
Code of the Philippines? and Priscilla without the consent of
3) Can a corporation and an Pauline or Philip valid? Explain.
individual form a general partnership? 2.Does Philip have any right to
petition for the dissolution of the
partnership before the expiration of
Conveyance of a Partner’s Share its specified term? Explain.
Dissolution (1998)
Dielle, Karlo and Una are general Dissolution of Partnership;
partners in a merchandising firm. Termination (1993)
Having contributed equal amounts to A, B and C formed a partnership for
the capital, they also agree on equal the purpose of contracting with the
distribution of whatever net profit is Government in the construction of
realized per fiscal period. After two one of its bridges. On June 30, 1992,
years of operation, however, Una after completion of the project, the
conveys her whole interest in the bridge was turned over by the
partnership to Justine, without the partners to the Government. On
knowledge and consent of Dielle and August 30, 1992, D, a supplier of
Karlo. materials used in the project sued A
1. Is the partnership dissolved? for collection of the indebtedness to
2. What are the rights of Justine, if him. A moved to dismiss the
any, should she desire to participate complaint against him on the ground
in the management of the partnership that it was the ABC partnership that
and in the distribution of a net profit is liable for the debt. D replied that
of P360.000.00 which was realized ABC partnership was dissolved upon
after her purchase of Una's interest? completion of the project for which
purpose the partnership was formed.
Dissolution of Partnership (1995) Will you dismiss the complaint
Pauline, Patricia and Priscilla formed against A If you were the Judge?
a business partnership for the purpose
of engaging in neon advertising for a
Effect of Death of Partner (1997) agreement, Tomas withdrew from the
Stating briefly the thesis to support partnership and the partnership was
your answer to each of the following dissolved. However, the remaining
cases, will the death - of a partner partners, Rene and Jose, did not
terminate the partnership? terminate the business of “Manila
Lumber.” Instead of winding up the
Obligations of a Partner (1992) business of the partnership and
W, X, Y and Z organized a general liquidating its assets, Rene and Jose
partnership with W and X as continued the business in the name of
industrial partners and Y and Z as “Manila Lumber” apparently without
capitalist partners. Y contributed objection from Tomas. The withdrawal
P50,000.00 and Z contributed of Tomas from the partnership was not
P20,000.00 to the common fund. By a published in the newspapers. Could
unanimous vote of the partners, W Tomas be held liable for any obligations
and X were appointed managing or indebtedness Rene and Jose might
partners, without any specification of incur while doing business in the name
their respective powersand duties. A of “Manila Lumber” after his withdrawal
applied for the position of Secretary from the partnership? Explain.
and B applied for the position of
Accountant of the partnership. AGENCY
The hiring of A was decided upon Agency (2003)
by W and X, but was opposed by Y Jo-Ann asked her close friend, Aissa,
and Z. The hiring of B was decided to buy some groceries for her in the
upon by W and Z, but was opposed supermarket. Was there a nominate
by X and Y. Who of the applicants contract entered into between Jo-Ann
should be hired by the partnership? and Aissa? In the affirmative, what
Explain and give your reasons. was it? Explain. 5%

Obligations of a Partner; Industrial Agency vs. Sale (2000)

Partner (2001) A foreign manufacturer of computers
Joe and Rudy formed a partnership and a Philippine distributor entered
to operate a car repair shop in into a contract whereby the
Quezon City. Joe provided the capital distributor agreed to order 1,000 units
while Rudy contributed his labor and of the manufacturer's computers every
industry. On one side of their shop, month and to resell them in the
Joe opened and operated a coffee Philippines at the manufacturer's
shop, while suggested prices plus 10%. All
on the other side, Rudy put up a car unsold units at the end of the year
accessories store. May they engage in shall be bought back by the
such separate businesses? Why? [5%] manufacturer at the same price they
were ordered. The manufacturer shall
Partnership; Doctrine of estoppel hold the distributor free and harmless
(1987) from any claim for defects in the
Tomas, Rene and Jose entered into a units. Is the agreement one for sale
partnership under the firm name “Manila or agency? (5%)
Lumber.” Subsequently, upon mutual
Agency; coupled with an interest in the transaction with said bank. Is
(2001) CX liable for the bank loan? Why
Richard sold a large parcel of land or why not? Justify your answer.
in Cebu to Leo for P100 million (5%)
payable in annual installments over a
period of ten years, but title will Appointment of Sub-Agent (1999)
remain with Richard until the X appoints Y as his agent to sell his
purchase price is fully paid. To products in Cebu City. Can Y
enable Leo to pay the price, Richard appoint a sub-agent and if he does,
gave him a power-of-attorney what are the effects of such
authorizing him to subdivide the land, appointment? (5%)
sell the individual lots, and deliver
the proceeds to Richard, to be General Agency vs. Special Agency
applied to the purchase price. Five (1992)
years later, Richard revoked the A as principal appointed B as his
power of attorney and took over the agent granting him general and
sale of the subdivision lots himself. unlimited management over A's
Is the revocation valid or properties, stating that A withholds
not? Why? (5%) no power from B and that the agent
may execute such acts as he may
Agency; Guarantee Commission consider appropriate. Accordingly, B
(2004) leased A's parcel of land in Manila
As an agent, AL was given a to C for four (4) years at P60,000.00
guarantee commission, in addition to per year, payable annually in
his regular commission, after he sold advance. B leased another parcel of
20 units of refrigerators to a land of A in Caloocan City to D
customer, HT Hotel. The customer, without a fixed term at P3,000.00 per
however, failed to pay for the units month payable monthly. B sold to E
sold. AL’s principal, DRBI, demanded a third parcel of land belonging to A
from AL payment for the customer’s located in Quezon City for three (3)
accountability. AL objected, on the times the price that was listed in the
ground that his job was only to sell inventory by A to B. confined due to
and not to collect payment for units illness in the Makati Medical Center.
bought by the customer. Is AL’s Rule on the validity and binding
objection valid? Can DRBI collect effect of each of the above contracts
from him or not? Reason. (5%) upon A the principal. Explain your
answers.
Agency; Real Estate Mortgage
(2004)
CX executed a special power of Powers of the Agent (1994)
attorney authorizing DY to secure a Prime Realty Corporation appointed
loan from any bank and to mortgage Nestor the exclusive agent in the sale
his property covered by the owner’s of lots of its newly developed
certificate of title. In securing a loan subdivision. Prime Realty told Nestor
from MBank, DY did not specify that he could not collect or receive
that he was acting for CX payments from the buyers. Nestor
was able to sell ten lots to Jesus and of Remedies under the explicit
to collect the down payments for said covenant to reconvey the land to
lots. He did not turn over the Remigio, son of Redentor, upon the
collections to Prime Realty. Who shall son's graduation from college. In
bear the loss for Nestor's defalcation, 1981, the land was registered in the
Prime Realty or Jesus? name of Remedies. Redentor died a
year later or in 1982. In March
1983, Remigio graduated from college.
Termination; Effect of Death of In February 1992, Remigio
Agent (1997) accidentally found a copy of the
Stating briefly the thesis to support document so constituting Remedies as
your answer to each of the following the trustee of the land. In May 1994,
cases, will the death -(c) of an agent Remigio filed a case against Remedies
end an agency? for the reconveyance of the land to
him. Remedies, in her answer, averred
Compensation of an agent (1978) that the action already prescribed.
A authorized B to sell her property for How should the matter be decided?
P20,000 subject to the condition that the
purchaser would assume the mortgage Implied Trust (1998)
existing in favor of Plaridel Bank an Juan and his sister Juana inherited
agreed to pay B a commission of 6% on from their mother two parcels of
the purchase price plus whatever over farmland with exactly the same areas.
price he may obtain for the property. B For convenience, the Torrens
found a buyer C who was willing to buy certificates of title covering both lots
the property under the terms stipulated were placed in Juan's name alone. In
by A. When B introduce C to A, A told 1996, Juan sold to an innocent
B that she was no longer interested in purchaser one parcel in its entirety
selling the property and a document was without the knowledge and consent
signed cancelling the written authority to of Juana, and wrongfully kept for
sell with the agreement of B. One month himself the entire price paid.
later, A sol the same property directly to 1. What rights of action, if any,
C for P22,000. A refused to pay B his does Juana have against
commission, contending that when the and/or the buyer? |3%]
property was sol to C the authority to 2. Since the two lots have the
sell of B was already cancelled. B sued same area, suppose Juana flies a
to collect his commission. Is B entitled complaint to have herself declared
to his agent’s commission? Give reasons sole owner of the entire remaining
for your answer. second lot, contending that her
brother had forfeited his share
thereof by wrongfully disposing of
TRUST her undivided share in the first lot.
Express Trust; Prescription (1997) Will the suit prosper? [2%]
On 01 January 1980, Redentor and
Remedies entered into an agreement
by virtue of which the former was to
register a parcel of land in the name
Trust; Implied Resulting Trust
(1995)
In 1960, Maureen purchased two lots
in a plush subdivision registering Lot
1 in her name and Lot 2 in the
name of her brother Walter with the
latter's consent. The idea was to
circumvent a subdivision policy
against the acquisition of more than
one lot by one buyer. Maureen
constructed a house on Lot 1 with an
extension on Lot 2 to serve as a
guest house. In 1987, Walter who
had suffered serious business losses
demanded that Maureen remove the
extension house since the lot on
which the extension was built was
his property. In 1992, Maureen sued
for the reconveyance to her of Lot 2
asserting that a resulting trust was
created when she had the lot
registered in Walter's name even if
she paid the purchase price. Walter
opposed the suit arguing that
assuming the existence of a resulting
trust the action of Maureen has
already prescribed since ten years
have already elapsed from the
registration of the title in his name.
Decide. Discuss fully.