Dissolution of a partnership caused by the termination of the particular

Dissolution of a partnership caused by the

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Dissolution of a partnership caused by the termination of the particular undertaking specified in the agreement does not extinguish obligations, which must be liquidated during the "winding up" of the partnership affairs (Arts. 1829 and 1830, par. 1[a]). Q: In 2005, L, M, N, 0 and P formed a partnership. L, M and N were capitalist partners who Contributed P500,000 each, while 0, a limited partner, contributed P1 ,000,000. P joined as an industrial partner, contributing only his services. The Articles of Partnership, registered with the Securities and Exchange Commission, designated L and 0 as managing partners; L was liable only to the extent of his capital contribution; and P was not liable for losses. In 2006, the partnership earned a net profit of P800,000. In the same year, P engaged in a different business with the consent of all the partners. However, in 2007, the partnership incurred a net loss of P500,000. In 2008,the partners dissolved the partnership. The proceeds
of the sale of partnership assets were insufficient to settle its obligation. After liquidation, the partnership had an unpaid liability Of P300,000. (2013) a. Assuming that the just and equitable share of the industrial partner, P, in the profit in 2006 amounted to P100,000, how much is the share of 0, a limited partner, in the P800,000 net profit? A: P280,000. First, deduct the share of P from the profits. P800,000 less P100,000 is P700,000. Next, get the share of O by following the proportion that the shares of L, M, N, O is 1:1:1:2, respectively. b. In 2007, how much is the share of 0, a limited partner, in the net loss of P500,000? A: P200,000. A limited partner shall not become liable a s a general partner unless, in addition to the exercise of his rights and powers as a limited partner, he takes part in the control of the business (Art. 1848). In the absence of stipulation as to profits and losses, the share of each partner in the losses shall be proportionate to what he may have contributed (Art. 1797). Q: TRUE or FALSE. An oral partnership is valid. (2009) A: TRUE. Partnership is a consensual contract, hence, it is valid even though not in writing.

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