Problems on Dissolution and Winding.docx - Problems on...

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Problems on Dissolution and Winding-up (25 points): 1. AL was employed as Assistant Manager of Prime Company Limited, pursuant to a Partnership Resolution in 2018, with a monthly salary of P50,000. It was agreed that AL would receive only half of his monthly salary and was promised by the partners that the balance would be paid once the partnership gets additional operating funds from abroad. In 2019, without AL’s knowledge, the general partners as well as one of the limited partners sold and transferred their interest to BON and CARL who decided to transfer the firm’s main office but chose to continue the operation of the old partnership under its old firm name and with all its employees and workers except for AL. Upon learning of the changes in the partnership, AL went to the new main office to meet the new partners and demanded the payment of his unpaid salaries. The new partners refused to pay him saying that since they bought the business from the original partners, they are the ones to decide whether or not they were responsible for the obligations of the old partnership including AL’s unpaid salaries. AL was dismissed from said partnership. a. Was the partnership that employed AL as Assistant Manager extinguished and replaced by a new partnership composed of BON and CARL? Why or why not? No. When they sold and transferred their interest to Bon and Carl, they still decide to continue the old partnership under its old firm name. b. Can AL assert his employment rights against the new partnership? Why or why not? (5 points) Yes. Under the article 1834, it is said there if a third person made contract or agreement to the partnership before it dissolved, and it is without the knowledge of the third person. Therefore, the right of a third person to claim that his contract with the partnership is valid, despite its dissolution. That means AL can assert his employments rights despite of the decision of the old partnership.

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