Partnership Quiz Wk5-6

Instruction: Write your answers on the following problems and submit your yellow papers
on the next meeting, SEP 28.

1. The petitioner raises the issue of prescription. He argues: The Hon. Respondent
Intermediate Appellate Court gravely erred in not resolving the issue of prescription in favor
of petitioner. The alleged receipt is dated October 1, 1955 and the complaint was filed only
on July 13, 1978 or after the lapse of twenty-two (22) years, nine (9) months and twelve (12)
days. From October 1, 1955 to July 13, 1978, no written demands were ever made by
private respondent. Decide.

2. Petitioner contends that the trial court should have dismissed the complaint on the ground
of prescription, arguing that respondents' action prescribed four (4) years after it accrued in
1986. Resolve.

3. The judge of the Court of First Instance of the city of Manila who tried the case ordered
Ong Pong Co to return to the plaintiff one-half of the said capital of P1,500 which, together
with Ong Lay, he had received from the plaintiff, to wit, P750, plus P90 as one-half of the
profits, calculated at the rate of 12 per cent per annum for the six months that the store
was supposed to have been open, both sums in Philippine currency, making a total of
P840, with legal interest thereon at the rate of 6 per cent per annum, from the 12th of June,
1901, when the business terminated and on which date he ought to have returned the said
amount to the plaintiff, until the full payment thereof with costs. Was the court correct?

4. Contending that the Court of Appeals erred in its affirmance of the trial courts decision,
petitioner cites the following reason to justify the review of her case: The Honorable Court
of Appeals has confused and merged into one the legal concepts of dissolution, liquidation
and termination of a partnership and, on the basis of such misconception of the law,
disregarded the fact of absence of consideration of the check and convicted the accused.
Decide.

5. The lower court is of the view that the second partnership superseded the first, so that
when the second partnership was dissolved there was no written contract of co-
partnership; there was no reconstitution as provided for in the Maglana, Rojas and
Pahamotang partnership contract. Hence, the partnership which was carried on by Rojas
and Maglana after the dissolution of the second partnership was a de facto partnership and
at will. It was considered as a partnership at will because there was no term, express or
implied; no period was fixed, expressly or impliedly. Was the court correct?

6. Counsel for defendant says in his brief: It is our contention, and we believe it to be
unanswerable, that the dissolution and liquidation, either in whole or in part, of the
association is absolutely prohibited by paragraph 10 of the articles of association, except
by and with the conformity and agreement of two-thirds of the partners, and that as a
consequence thereof the court, without allegations or proof of compliance with that
paragraph and without making the other partners parties to the action, had no power to
decree a distribution either in whole or in part of the capital or assets of the association. It
certainly cannot be seriously contended that part of the capital and assets of this
association can be lawfully returned to and distributed between the plaintiffs who constitute
one-fifth of the total number of partners, as required by paragraph 10 of the articles of
association. Decide.

7.
Demand having been made upon Balbino Dequilla by Domingo Bearneza for the
delivery of the part of the fish pond belonging to his decedent, Perpetua, and delivery
having been refused, Domingo Bearneza brought this action to recover said part of the
fish pond belonging to his decedent, Perpetua, and delivery having been refused,
Domingo Bearneza brought this action recover said part of the fish pond and one-half
 of the profits received by the defendant from the fish pond from the year 1913 to 1919,
as damages. Was the action meritorious?

8. The defendants, Margarita G. Saldajeno and her husband Cecilio Saldajeno, appealed to
the Court of Appeals assigning the following error: THE COURT A QUO ERRED IN
HOLDING DEFENDANT-APPELLANT MARGARITA G. SALDAJENO LIABLE FOR THE
OBLIGATIONS OF MESSRS. LEON GARIBAY AND TIMOTEO TUBUNGBANUA, INCURRED
BY THE LATTER AS PARTNERS IN THE NEW 'ISABELA SAWMILL', AFTER THE
DISSOLUTION OF THE OLD PARTNERSHIP IN WHICH SAID MARGARITA G. SALDAJENO
WAS A PARTNER. Resolve.

9. Two years from their withdrawal from the partnership, when the corporate business was
already in a prosperous condition, plaintiffs brought the present suit against Jaime
Hernandez, claiming a share in the profit the latter is supposed to have made from the
assignment of the Meralco properties to the corporation, estimated by plaintiffs to be
P225,000 and their share of it to be P115,312.50. Resolve.

10. The basic contention of petitioner is that the NLRC has overlooked the principle that a
partnership has a juridical personality separate and distinct from that of each of its
members. Such independent legal personality subsists, petitioner claims, notwithstanding
changes in the identities of the partners. Consequently, the employment contract between
Benjamin Yu and the partnership Jade Mountain could not have been affected by changes
in the latter's membership. Decide.

11. The CA declared the partnership assets referred to in the final decision as liquidated claim
since the claim of Chua is ascertainable by mathematical computation; therefore, interest is
recoverable as an element of damage. Was the CA correct?

12. Petitioners assert that it is unjust and inequitable for respondents to retain the
improvements even if their share in the P1,041,524.26 of the net income of the property
and the sale of the land were to be deducted from the value of the improvements, plus
administrative and marketing expenses in the total amount of P40,000,000.00. Petitioners
will still be entitled to an accounting from respondents. Respondents cannot deny the
existence and nature of said improvements as they are visible to the naked eye. Resolve.