Situation II. Ms. Sexy, Gwapa, Cute, Lami, Humot, and Hamis, formed Sayon, Kaayo and Exam Partnership on December 12, 2015. Ms Sexy is an industrial partner assisting the other partners whenever and wherever she can; the others are capitalist partner. At the beginning of the partnership and in the Articles of Partneship, Ms Lami is appointed as Managing partner for purchasing. Subsequently, on December 12, 2016, as business improved, Ms Gwapa, Cute, Humot and Hamis were appointed as Managing partners for sales. It is agreed that except if expressly authorized by any and/or all of the managing partners in their respected areas of responsibility, no partners may transact business without the consent of the former. Mr Sayon and Mr Kaayo gave their consent to use their name in the Firm name of the partnership, Mr. Exam however did not. Contributions of the Partners as well as profit and losses are as follows: Partner Ms Sexy Ms 1,000,000 Ms Cute Ms Lami Ms 3,500,000 Contribution industry Ms 10,500,000 10% Php 2,000,000 Php 3,000,000 20% 20% Profit 10% 10% 20% 30% Gwapa 20% 20% Humot Hamis Losses 0 Php 20% 20% Php Php The business of the Partnership is retail of used socks. The principal office of the Partnership is in Mandaue City, the principal place of business of the partnership is in Cebu City. 6. Mr. Baho Tiil met Ms Sexy by chance in a golf course which business was discussed. The former, in good faith, was so impressed by the sales pitch of Ms Sexy that a contract was drafted and signed by the parties which Ms Sexy, representing Sayon Kaayo and Exam Partnership obliges itself to deliver 10,000 pairs of used socks to Mr. Tiil. When said contract was presented by Ms. Sexy to the other partners, Ms. Gwapa got angry stating that Ms. Sexy should not have done that because she needs the prior consent of the managing partners. As legal counsel for Sayon Kaau and Exam Partnership, you were asked, would the partnership be bounded by the unauthorized act of Ms. Sexy? 7. One of the debtors of the Partnership is Mr. Yagit in the amount of Php 50,000.00. As it turned out Mr. Yagit was also indebted to Ms Sexy in the amount of Php 50,000.00. The Mr. Yagit paid Ms. Sexy the amount of Php 50,000.00 without any specification as to what debt should it be applied. Ms Sexy issued her personal receipt and applied the whole amount to her personal credit. Ms. Lami protested on such application of payment by Ms. Sexy insisting that the payment should be applied in proportion to the two debts. You, as legal counsel for the partnership was asked, what is the proper application of payment? 8. In the first year of operation, the Partnership incurred liability amounting to Php 1,000,000.00. The assets of the partnership equals the partners contribution. In a meeting attended by all the partners, you as legal counsel for the partnership were asked, "will the separate properties of the partners be liable for this debt including Ms. Sexy?". What would be your answer? 9. Ms Humot would like to enter into a contract with Mr Way Klaro which would obligate the Partnership to sell 20,000 pieces of socks to Mr. Klaro. Ms Lami disagrees with Ms Humot. As legal counsel for the partnership, you were asked on how would the matter be resolve having in mind that both Ms. Lami and Ms. Humot are managing partners. 10. Ms Gwapa, on 2016, transferred possession to the partnership firewood to be used as display stands for the socks. Upon the transfer of possession, there was no stipulation as to whether or not ownership would be transferred to the partnership. You were asked, there being a transfer of possession of fungible goods without stipulation on matters of ownership, who is the owner of the firewood?