2. The contract of agency is characterized as a unilateral contract because:

a The agent is expected to exercise the diligence of a good father of a family in executing the objectives of the agency.

b The agent is entitled to compensation for his service.

c The agent alone represents the principal after the contract of agency is entered into by the parties.

d The agent undertakes to execute the agency and may be compelled to do so by the principal.

3. Jessica is the Managing Partner of Koshi Ltd., a duly registered partnership which owns and operates a Japanese cuisine restaurant in Pasay City. Jessica's partners, Rey and Katrina, are general and limited partners, respectively. Because all three partners are close friends, they handed Jessica the reins of the business making her responsible for the day to day operations of the business. They also trusted Jessica to take care of the partnership since she owned 40% of the equity in the partnership.

Jessica's boyfriend Alex was experiencing financial difficulties, so she promised to bring him into the partnership in order to help with his income. Jessica agreed to share half of her share of the profits with Alex and promised him that she would get Rey and Katrina to agree with bringing him into the partnership. Unfortunately, only Rey agreed and Katrina objected to the admission of Alex into the partnership. Which of the following statements is correct?

a Alex is a limited partner because of Jessica's power as managing partner to accept additional limited partners without needing to consult Rey.

b Alex is a general partner because the objecting partner, Katrina, is merely a limited partner with no say in the matter.

c Alex is not a partner and has no right to any profits.

d Alex is a subpartner with a right to share of the profits Jessica promised to him.

4. On 17 March 1994, petitioner Josefina Realubit (Realubit) entered into a Joint Venture Agreement with Francis Eric Amaury Biondo (Biondo), a French national, for the operation of an ice manufacturing business. With Josefina as the industrial partner and Biondo as the capitalist partner, the parties agreed that they would each receive 40% of the net profit, with the remaining 20% to be used for the payment of the ice making machine which was purchased for the business. For and in consideration of the sum of 500,000.00, however, Biondo subsequently executed a Deed of Assignment dated 27 June 1997, transferring all his rights and interests in the business in favor of Eden Jaso (Eden), the wife of Prosencio Jaso (Prosencio).

With Biondos eventual departure from the country, the Spouses Jaso caused their lawyer to send Josefina a letter dated 19 February 1998, apprising her of their acquisition of said Frenchmans share in the business and formally demanding an accounting and inventory thereof as well as the remittance of their portion of its profits.

After the execution of the Deed of Assignment dated 27 June 1997, what became of the business organization of Realubit and Biondo?

a It is still the same co-ownership arrangement under the Joint Venture Agreement dated 17 March 1994.

b A new partnership was formed on 27 June 1997 and the old partnership under the Joint Venture Agreement dated 17 March 1994 was dissolved.

c It became a sole proprietorship under Realubit on 27 June 1997 and the old partnership under the Joint Venture Agreement dated 17 March 1994 was dissolved.

d It is still the same partnership under the Joint Venture Agreement dated 17 March 1994.

5. On 12 June 2015, Kendrick and Stan decided to form a partnership for the purpose of developing a subdivision out of the property they inherited from their parents, a 10,000 square meter plot of land located in Pangasinan. Since they were only two siblings, the decided to split the proceeds of the sale of the subdivision lots fifty-fifty among themselves. They planned to complete the venture within four years. Satisfied with their mutual understanding on the business venture, the siblings set out to develop the property. Three years later, on 12 June 2018, the development of the subdivision was completed and by 30 April 2019, all lots had been sold out. The siblings took their earnings from the sale of the lots and divided it amongst themselves pursuant to their earlier agreement. Based on the facts, their partnership is a:

a Valid Partnership with a Particular Undertaking

b Valid Partnership with a Fixed Term

c Void Partnership

d Unenforceable Partnership

In absence of an express agreement or stipulation on who will manage the partnership, the power to manage shall be vested in:

a The general partner with the highest contribution.

b The general partners with the controlling interest or majority ownership in the partnership.

c The general partner who is an industrial partner since he is the partner most involved in the actual operations of the partnership.

d All of the general partners.

On 21 March 2019, Lorraine, Brannigan, and Allen decided to create a logistics business wherein they would provide transportation solutions to restaurants all around Metro Manila. They decided to pool their resources together and promised to contribute the following to the business venture: Lorraine - ten (10) motorcycles, Brannigan - fifteen (15) cargo vans, and Allen - Php2,000,000.00. On 02 April 2019, Lorraine's promised contribution of ten (10) motorcycles arrived and began to be used by the business while Brannigan's fifteen (15) cargo vans arrived on 10 April 2019. Due to financial difficulties, Allen was not able to give his promised contribution until 04 June 2019. Wary at the complications which could arise due to Allen's financial difficulties, Lorraine and Brannigan engaged the services of an attorney to create their articles of partnership in order to formalize their agreement to which Allen agreed. The articles of partnership was signed on 05 August 2019. When did the contract of partnership begin to legally exist between the parties?

a 21 March 2019

b 05 August 2019

c No contract of partnership exists between the parties.

d 04 June 2019

e 02 April 2019

f 10 April 2019

Which of the following statements is true with regard to the dissolution of a partnership?

a The separate juridical existence of a partnership ceases to exist immediately after dissolution.

b The sale of a partner's interest in the partnership causes its dissolution.

c The assignment of a partner's interest in the partnership causes its dissolution.

d The separate juridical existence of a partnership continues until winding up is completed.

The Managing Partner is authorized to perform the following acts without needing the vote of the partners, except:

a Revising the terms of payment for an obligation owed by a customer to the partnership.

b Paying the wages of employees.

c Purchasing the inventory of stock intended for sale to the public by the partnership business.

d Giving the 13th Month Pay of employees.

Fresh from her stint as marketing adviser of Technolux in Bangkok, Thailand, Nenita A. Anay met petitioner William T. Belo, then the vice-president for operations of Ultra Clean Water Purifier, through her former employer in Bangkok. Belo introduced Anay to Marjorie Tocao, who conveyed her desire to enter into a business with her for the importation and local distribution of kitchen cookwares. Belo and Tocao volunteered to finance the business and assigned to Anay the job of marketing the product considering her experience and established relationship with West Bend Company, a manufacturer of kitchen wares in Wisconsin, U.S.A. By their agreement, Belo acted as capitalist, Tocao as president and general manager, and Anay as head of the marketing department and later, vice-president for sales. Anay organized the administrative staff and sales force while Tocao hired and fired employees, determined commissions and/or salaries of the employees, and assigned them to different branches. The parties agreed that Belos name should not appear in any documents relating to their transactions with West Bend Company. Instead, they agreed to use Anays name in securing distributorship of cookware from that company. The parties agreed further that Anay would be entitled to: (1) overriding commission of six percent (6%) of the overall weekly production; (2) thirty percent (30%) of the sales she would make; and (3) two percent (2%) for her demonstration services. The agreement was not reduced to writing on the strength of Belos assurances that he was sincere, dependable and honest when it came to financial commitments.

The business was a success and flourished. Unfortunately, five years later, a major dispute erupted between Belo, Anay, and Tocao. To Anays dismay, she discovered that Belo and Tocao had fired her and were now refusing to pay her any amounts as agreed upon. This was because they discovered that Anay had opened her own distributorship on the side for a different product line. Anay demanded payment of her commissions and her share in the profits of the business as an industrial partner. Which of the following statements is correct?

a Anay is allowed to pursue her own business endeavors even if it is in competition with Belo and Tocao.

b Anay is an industrial partner and may be voted out of the business by majority vote of Belo and Tocao.

c Anay is not an industrial partner and is entitled to her commissions only.

d Anay has no right to her commissions and a share in the profits of the business because she opened a competing business against Belo and Tocao.