Q1

1.B1, B2 and B3 are equal partners I 3-Brothers Partnership. The partnership is indebted to PC for P150,000. Partner B1 is indebted to SC for P20,000. PC attached and look all the assets of the Partnership amounting to P90,000. B2 and B3 are solvent while B1 is insolvent and all what he owns is a land valued at P15,000. (Phil CPA, 89-2)

a.B2 and B3 have priority to the land of B1 if they paid PC the P60,000 remaining liability of partnership.

b.SC has priority to the land of B1 as a separate creditors.

c.PC and SC shall both have priority to the land of B1 in proportion to their claims of P60,000 and P20,000 respectively.

2.Which of the following is a false statement?

a.If one of the partners in a general partnership contributed a building to the partnership, there must be a public instrument and an inventory as a requirement, otherwise the partnership is void

b.If a limited partnership will be created, registration is a condition subsequent for the creation of the limited partnership.

c.If a limited partnership is not registered, a general partnership is created.

d.If a limited partnership will be created, registration is a condition precedent for the creation of the limited partnership

3.B is the owner of 75% of the shares in Bentong Corporation. On one occasion, Bentong Corporation, as represented by B as the President and General Manager, entered into a contract to sell with K involving a townhouse. For failure of Bentong Corporation to build the townhouse, K filed a case of recession and damages against B and Bentong Corporation. Which is correct?

a.a and b only

b.The action filed against Bentong Corporation and B will prosper because the latter owns a majority of the shares in former and as such B is personally liable for all the transactions entered into by the corporation.

c.The action filed against Bentong Corporation will prosper because this pertain to the company and the company alone should be held liable unless B acted maliciously or in bad faith.

d.The action filed against B will not prosper because Bentong Corporation has a separate and distinct personality from the former and that when B entered into a contract with K, he was only acting in behalf of the company.