ESSAY 1:

1.When may a dissolution of a partnership will happen?

2.Is there such a technical dissolution of partnership? If it really exists in partnership laws, what is technical dissolution?

3.Distinguish technical dissolution with actual dissolution of partnership?

4.Distinguish voluntary dissolution of partnership with involuntary dissolution of partnership?

5.How does dissolution concept in Philippine Corporate laws which was subject of your study in previous modules differ with dissolution concept in Partnership law now subject of this module?

Essay 2:

1.Differentiate the following terms: (a) Dissolution; (b) Winding-up and (c) Termination.

2.When a partnership is actually dissolved, is the partnership still allowed to continue its business operations?

3.Is the technical dissolution of a partnership need to be recorded before the Securities and Exchange Commission like actual dissolution of a partnership?

4.Can a creditor of a partnership file involuntary dissolution of a partnership before a court of competent jurisdiction?

5.If the partners cannot agree among themselves in liquidating the assets and liabilities of the dissolved partnership, who should be the liquidator of the dissolved partnership?

6.If the partners cannot agree who should be the liquidator of the dissolved partnership, who should designate the liquidator?

RESEARCH:

1.Research on what is the bearing of Financial Rehabilitation and Insolvency Act on Dissolution of Partnership.

2.Research on who has jurisdiction on intra-partnership controversies. Is it the regular court or the SEC?

3.If one of the partners is denied of the right to inspect partnership books, what is the available recourse of a partner?

4.Research on which is more advantageous to carry a business. Is it a partnership or corporation?

5.Research on how partnership isdistinct with single proprietorship and One Person Corporation.

Multiple-choice tests:

1.It refers to the process of settling the business or partnership affairs after dissolution?

a.Dissolution

b.Liquidation

c.Termination

d.Suspension of Operations.

2.It refers the change in the relation of the partnerscaused by any partnerceasing to be associatedin the carryingon of the business.

a.Dissolution

b.Liquidation

c.Insolvency

d.Termination

3.Statement I. - On dissolution the partnership is not terminated, but continues until the winding up of partnership affairs is terminated.

Statement II. - Dissolution does not automatically resultin the termination of the legal personality of the partnership.

a.Statement I is correct, and Statement II is incorrect.

b.Statement I is incorrect, and Statement II is correct.

c.Both Statements I and II are correct.

d.Both Statements I and II are incorrect.

4.Statement I. - The partner who breaks off the partnership with an unfair design, or for selfish objects, discharges his co-partnersfrom all liabilitiesto him but he does not thereby free himself from his obligation to them .

Statement II. - The agreement to dissolve the partnership before the terminationof the specified termor particular undertakingmust be unanimous.

a.Statements I and II are correct.

b.Statements I and II are incorrect.

c.Statement I is correct, and Statement II is incorrect.

d.Statement I is incorrect, and Statement II is correct.

5.The following instances will cause the dissolution of partnership without violating the agreement between or among the partners except:

a.By the termination of the definite termor particular undertakingspecified in the agreement;

b.By the express will of any partner, who must act in good faith when no definite term or particular undertaking is specified;

c.By the express will of all the partners.

d.By the civil interdiction of any partner.

6.Statement I. - A partner guilty of wrongful dissolution is not given the right to wind up partnership affairs.

Statement II. - Dissolution of a partnership may be caused involuntarilywhen a supervening event makes the business itself of the partnership unlawful.

a.Statements I and II are correct.

b.Statements I and II are incorrect.

c.Statement I is correct, and Statement II is incorrect.

d.Statement I is incorrect. and Statement II is correct.

7.Statement I. - of The liquidation of partnership affairs is by law entrusted to the surviving partners if the dissolution is caused by death of a partner.

Statement II. - A clause in the articles of partnership providing for the continuation of the firm notwithstanding the death of one of the partners is legal.

a.Statements I and II are incorrect.

b.Statements I and II are correct.

c.Statement I is correct, and Statement II is incorrect.

d.Statement I is incorrect, and Statement II is correct.

8.Statement I. - The insolvency of the partner or of the partnership as cause for dissolution must be adjudged by a court.

Statement II. - In the absence of an express agreement to the expulsion of a partner, there exists no right or power of any member , or even a majority of the partners , to expel all other membersof the firm at will.

a.Statements I and II are correct.

b.Statements I and II are incorrect.

c.Statement I is correct, and Statement II is incorrect.

d.Statement I is incorrect, and Statement II is correct.

9.Which of the following will not cause the automatic dissolution of a general partnership?

a.Death of a capitalist partner.

b.Insolvency of a capitalist partner.

c.Insanity of an industrial partner.

d.Civil Interdiction of an industrial partner.

10.Querubin, Roces and Solis are partners in a law firm. Querubin was appointed as judge of the Regional Trial Court. Such appointment:

a.suspends the participation of Querubin in the management of the firm without causing the dissolution of the partnership.

b.prohibits the inclusionof the nameof Querubin in the firm name without dissolving the partnership.

c.Results in the dissolution of the partnership.

d.Merely requires the disclosure of Querubin's appointmentto the court without dissolving the partnership.

11.Statement I. - A general partnership is automatically dissolved by reason of the insanity of a partner.

Statement II. - After dissolution, a partnership is still bound by the act of a partner authorizedto act for the partnership with respect to the completion of transactions begun before dissolution.

a.Statements I is incorrect, and Statement II is correct.

b.Statements I is correct, and Statement II is incorrect.

c.Statements I and II are correct.

d.Statements I and II are incorrect.

12.On dissolution in contravention of the partnership agreement, the rights of partner who has not caused the dissolution wrongfully are the following except:

a.To have the partnership property applied to discharge the liabilities of the partnership.

b.To have the surplus, if any, applied to pay in cash the net amount owing to the respective partners.

c.To be indemnified for damages from the partner who has caused the wrongful dissolution of the partnership.

d.Not to continue the business of the partnership in the same name, either by themselves or jointly with others.

13.This involves the sale of the assets of the partnership, the payment of its liabilities , and the distribution of the remaining cash or other property to the partners.

a.Liquidation

b.Dissolution

c.Suspension

d.Insolvency

14.Fraud or misrepresentation to enter into the partnership contract could be a ground for rescission of the partnership agreement. The following are the rights of a partner who was induced by fraud or misrepresentation except:

a.Right of lien on, or retention of, the surplus of the partnership property, after the satisfaction of partnership liabilities for any sum of money paid by him to the partnership by way of capital or advances.

b.Right of subrogation in place of partnership creditorsfor any payment made by him for partnership liabilities.

c.Right of indemnification from the person guilty of fraud or misrepresentation against all debts of the partnership.

d.None as all of the choices are correct.

15.The dissolution of a partnership could be by decree of courtin the following cases except:

a.A partner has been declared insane in any judicial proceedingsor is shown to be of unsound mind

b.A partner in any way incapable of performing his part of the partnership contract.

c.The business of the partnership can only be carried on at a loss.