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Dissolution of a partnership caused by the termination of the particularundertaking 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 werecapitalist partners who Contributed P500,000 each, while 0, a limitedpartner, contributed P1 ,000,000. P joined as an industrial partner,contributing only his services. The Articles of Partnership, registeredwith the Securities and Exchange Commission, designated L and 0 asmanaging partners; L was liable only to the extent of his capitalcontribution; and P was not liable for losses.In 2006, the partnership earned a net profit of P800,000. In the sameyear, P engaged in a different business with the consent of all thepartners. However, in 2007, the partnership incurred a net loss ofP500,000. In 2008,the partners dissolved the partnership. The proceeds
of the sale of partnership assets were insufficient to settle itsobligation. After liquidation, the partnership had an unpaid liabilityOf P300,000. (2013)a. Assuming that the just and equitable share of the industrialpartner, P, in the profit in 2006 amounted to P100,000, how muchis 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 lessP100,000 is P700,000. Next, get the share of O by following the proportionthat 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 thenet loss of P500,000?A: P200,000. A limited partner shall not become liable a s a general partnerunless, in addition to the exercise of his rights and powers as a limitedpartner, he takes part in the control of the business (Art. 1848). In theabsence of stipulation as to profits and losses, the share of each partner inthe 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 thoughnot in writing.