BL - SORIANO.docx

8/19/2019 BL - SORIANO.docx

1/44

OBLIGATIONS – SORIANO

1. It is a wrong committed without any pre-existing relations between parties.a. Natural obligationsb. Quasi-delict

c. Quasi-contractd. Crime

2. One of the following is a determinate thing. hich is it!a. a cowb. a horsec. a "oyota car with engine no. 12#$%& body no. #$'() and plate no. *+C 12#d. a ring with diamond embellishment

#. ,emand must be made on the due date of the obligation in order for delay toexist in one of the following cases. hich is it!a. hen it was stipulated by the parties that demand need not be made.b. hen the law pro ides that demand need not be made.c. hen the obligation does not indicate whether demand must be made or not ondue date.d. hen time is of essence in the contract.

$. "his refers to delay on the part of the creditor.a. mora sol endi ex reb. compensation moraec. mora sol endi ex personaed. mora accipiendi

%. "here shall be no liability for loss due to fortuitous e ents in one of the following.hich is it!

a. hen the debtor delays.b. hen the parties so stipulated that there shall be liability e en in case of loss dueto fortuitous e ents.c. hen the nature of the obligation re uire the assumption of ris/s.d. hen the obligation is to deli er a determinate thing and there was no stipulationas to the liability of the debtor in case of loss due to fortuitous e ents.

0. "he following are the remedies of the creditor to pursue his claims against thedebtor& except toa. pursue the property owned in possession of the debtorb. exercise all the rights and bring all the actions of the debtor accion subrogatoria 3c. impugn the acts which the debtor may ha e done to defraud his creditors accion

pauliana 3d. compel the debtor to perform the ser ice in obligations to do

4. , borrowed 5%)&))).)) from C. C dies before he has collected the debt lea ing 6&his son& as heir. hich of the following statements is correct!


2/44

a. 6 can collect from , although , and C did not agree that the credit right will passon to the heirs of C.b. 6 cannot collect because the credit right is personal to C.c. 6 can collect only if , and C agreed that the credit right will pass on the heirs ofC.

d. 6 cannot collect because the law prohibits the transmission of the credit right.

'. , is obliged to gi e C a speci7c car if C passes the C5* 8icensure 9xamination.,:s obligation is an example ofa. a pure obligation.b. an obligation with a suspensi e conditionc. an obligation with a resolutory conditiond. an obligation with a period

(. One of the following obligations is not immediately demandable.a. pure obligationb. obligation with a resolutory conditionc. obligation with an in diem periodd. obligation with an ex die period

1). One of the following is a oid obligationa. , is obliged to gi e C 5%&))).)) if C does not go to the moon.b. , is obliged to gi e C 5%&))).)) if , goes to +aguio.c. , is obliged to gi e C 5%&))).)) if C goes to +aguio.d. , is obliged to gi e C 5%&))).)) if , wins 7rst pri;e in the sweepsta/es on a tic/etthat he had already purchased.

11. , is obliged to gi e C 51)&))).)) if < dies. "his is an example ofa. an obligation with a suspensi e conditionb. an obligation with a resolutory conditionc. an obligation with a periodd. a pure obligation

12. , is obliged to gi e C a speci7c ring. "he parties agreed that , may gi e aspeci7c bracelet as substitute. hich of the following statements is true!a. If the ring is lost through a fortuitous e ent before substitution& the obligation isextinguished.b. If the bracelet is lost through a fortuitous e ent before substitution& the obligationis extinguished.c. If the ring is lost through a fortuitous e ent after substitution& the obligation isextinguished.d. If the ring is lost through the debtor:s fault after substitution& the debtor shall paydamages.

1#. *& +& C and , are obliged to gi e =& & and ? 52)&))).))a. = may collect from * 52)&))).))b. = may collect from * 5%&))).))


3/44

c. = may collect from * 51&))).))d. = may collect from * 5$&))).))

1$. *& +& C and ,& @oint debtors& are obliged to gi e =& & and ?& solidarycreditors& 52)&))).))

a. = may collect from + 52)&))).))b. = may collect from + 5$&))).))c. = may collect from + 5%&))).))d. = may collect from + 51&))).))

1%. *& +& C and ,& solidary debtors& are obliged to gi e =& & and ?& @ointcreditors& 52)&))).))a. = may collect from C 52)&))).))b. = may collect from C 5$&))).))c. = may collect from C 5%&))).))d. = may collect from C 51&))).))

10. *& +& C and ,& solidary debtors& are obliged to gi e =& & and ?& solidarycreditors& 52)&))).))a. = may collect from , 52)&))).))b. = may collect from , 5$&))).))c. = may collect from , 5%&))).))d. = may collect from , 51&))).))

14. *& 2%& +& #%& and C& 14& are solidary debtors of < in the amount of 5(&))).))a. < may collect from * 5(&))).))b. < may collect from * 50&))).))c. < may collect from * 51&))).))d. < may collect nothing because the obligation is oidable& C being a minor.

1'. "he following obligations are di isible& except an obligationa. to gi e de7nite things.b. which has for its ob@ect the execution of a certain number of wor/s.c. which has for its ob@ect the accomplishment of wor/ by metrical units.d. which by its nature is susceptible of partial performance.

1(. in obligations with a penal clause& the creditor as a rule may reco er from thedebtor in case of breach of the followingAa. the penalty as agreed upon& plus damages and interestb. the penalty and damagesc. the penalty and interestd. only the penalty

2). Consider the following statementsI. "he nullity of the principal obligation carries with it the nullity of the penal clause.II. "he nullity of the principal obligation does not carry with it the nullity of the penalclause.


4/44

III. "he nullity of the penal clause carries with it the nullity of the principalobligation.I=. "he nullity of the penal clause does not carry with it the nullity of the principalobligation.

a. 6tatements I and III are true.b. 6tatements I and I= are true.c. 6tatements II and III are true.d. 6tatements II and I= are true.

21. , borrowed from C 5%)&))).)). "he obligation is secured by a chattel mortgageon ,:s "oyota car.

6ubse uently& , paid C 52)&))).)). Bn/nown to ,& a third person& pays C 5%)&)))belie ing that , still owed C such amount.a. " can reco er 5%)&))).)) from ,. If , cannot pay& " can foreclose the mortgageon ,:s "oyota car.b. " can reco er nothing from , because he paid C without the /nowledge andconsent of ,.c. " can reco er 5#)&))).)) from ,. If , cannot pay& " can foreclose the mortgageon ,:s "oyota car.d. " can reco er 5#)&))).)) from ,. If , cannot pay& " cannot foreclose themortgage on ,:s "oyota car.

22. "he following statements concerning payment by cession are true& except one.hich is it!

a. "he creditors become the owners of the properties of the debtor that were cededto them.b. 5ayment by cession extinguishes the obligations only to the extent co ered bythe proceeds of the sale of the debtor:s properties.c. "he debtor must be insol ent.d. Cession a ects all the properties of the debtor except those exempt fromexecution.

2#. Consignation alone without any tender of payment is suDcient in the followingcases& excepta. when the creditor is absent or un/nown or does not appear at the place ofpayment.b. when the creditor presents the title to the obligation for collection.c. when without @ust cause& the creditor refuses to gi e a receipt.d. when two or more persons claim the same right to collect.

2$. E owes 5 51)&))).)). "he obligation is e idenced by a promissory note.6ubse uently& 5 assigned the note to *& * to +& + to C& and C bac/ to E. "heobligation of E is extinguished bya. compensationb. confusionc. condonation


5/44

d. "he obligation is not extinguished because there was no payment

2%. In order that condonation may extinguish an obligation in ol ing a mo ableproperty whose alue exceeds 5%&))).))Fa. It is suDcient that the condonation and the acceptance are in writing& e en a

pri ate one.b. It is re uired that the condonation and the acceptance be in a public instrument.c. "he deli ery of the document e idencing the debt is suDcient since the propertyis mo able.d. "he condonation and the acceptance may be made orally.

20. Genry& husband& and ilma& wife& are legally separated. +y order of the courtwhich decreed the legal separation& Genry is obliged to gi e a monthly support of51)&))).)) to ilma payable within the 7rst 7 e days of the month. ilma owesGenry 51)&))).)) by way of business loan. On the other hand& Genry has not yetgi en ilma:s support of 51)&))).)) for this month. +oth debts are already due.

hich of the following statements is correct!a. +oth debts are extinguished by legal compensation because both are alreadydue.b. ilma may claim compensation but not Genry.c. Genry may claim compensation but not ilma.d. Neither one may claim compensation because the debts are not of the same/ind.

24. , owes C 51)&))).)) with H as guarantor. C& on the other hand& owed ,&5'&))).)). +oth days are already due but , is insol ent. In this caseFa. C may collect from H 51)&))).)).b. C may collect from H 52&))).)) because a guarantor can set up compensation asregards what the creditor owes the principal debtor.c. C may collect nothing from H because , is insol ent.d. C may collect 5'&))).)) from H.

2'. On uly 1& 2)1)& , obliged himself to gi e C a speci7c car if C will not marry < onor before ,ecember #1& 2)1). "he condition of the obligation is aa. positi e condition.b. negati e condition.c. di isible condition.d. impossible condition.

2(. , owes C 5%&))).)). "& a third person and without any intention to bereimbursed by ,& paid the debt without the consent of ,. C accepted the payment.a. "he payment did not extinguish the debt of , to C because it was made withoutthe consent of ,.b. "he payment did not extinguish the debt because it was not made by , himself.c. "he payment is considered alid because it was accepted by the creditor.d. "he payment may be considered alid if " had the intention to be reimbursed.


6/44

#). , owes C 50&))).)). No date payment was stipulated by the parties.a. C cannot re uire , to pay because there is no date for payment.b. C can re uire , to pay at anytime.c. , is not liable to C because the obligation is oid there being no date of payment.d. , is not re uired to pay unless C goes to court and as/s the court to 7x a period

of the payment.

#1. hich of the following is not considered a conditional obligation!a. , to pay C 5%&))).)) as soon as , has the means.b. , to pay C 5%&))).)) if C marries >.c. , to pay C 5%&))).)) if C tops the C5* 9xaminations.d. , to pay C if < dies of malaria.

#2. 8egal compensation shall not be proper in three of the following cases. hich isthe exception!a. Commodatum.b. Ci il liability arising from a criminal o ense.c. Hratuitous support.d. +an/ deposit.

##. Cecilia& the owner of a 6ari-sari store& purchased se eral bags of J,ulcitaK candyworth 5%&))).)) from Olga& an authori;ed dealer of the product. On due date&Cecilia& who sells the candies at 51.)) each& tendered her payment to Olgaconsisting of %&))) pieces of 51.)) coins.a. Olga may refuse to accept the payment and demand that she be paid in bills.b. Olga may not refuse to accept the payment because what Cecilia was o ering aspayment is money circulated in the 5hilippines.c. Cecilia may consign the payment in court if Olga refuses to accept it.d. "he tender made by Cecilia was alid because the 51.)) coins came from hersales and she had plenty of them.

#$. hich of the following does not apply to payment by cession. hich is it!a. Ownership of the debtor:s properties is transferred to the creditor.b. "he debtor must be insol ent.c. It a ects all the properties of the debtor except those exempt from execution.d. "here are se eral creditors.

#%. *nna *lmeda& +elinda +ersola& and Claudia Cabrera executed the followingpromissory note

JI promise to pay ,olores ,omingue; or order the sum of 5#)&))).)) on une#)&2)1).

(Sgd.) *nna *lmeda(Sgd.) +elinda +ersola(Sgd.) Claudia CabreraK

On une #)&2)1)& ,olores ,omingue; can collect from *nna *lmeda


7/44

a. 51)&))).))b. 5#)&))).))c. 52)&))).))d. Nothing& because the note is oid since it says JI promiseK but was signed bythree persons.

#0. *n obligation where arious prestations are due but the performance of all ofthem is re uired in order to extinguish the obligation is /nown asa. alternati e obligation.b. facultati e obligation.c. con@uncti e obligation.d. simple obligation.

#4. , is indebted to C for 52)&))).)) which is due on une 1). C owes , 51%&))).))which is due on une %. On une '& C assigned his credit rights to ". , ga e hisconsent to the assignment but did not reser e his right to the compensation. On

une 1)& how much may " collect from ,!a. 52)&))).))b. 51%&))).))c. 5%&))).))d. Nothing.

#'. "he following statements pertain to either payment by cession or dacion en pago .I. "he debtor is insol entII. Ownership of the thingLs is transferred to the creditorLs.III. 5lurality of creditors is re uired.I=. Obligations are totally extinguished as a rule.

a. 6tatements I and I= pertain to payment by cession.b. 6tatements I and III pertain to dacion en pago.c. 6tatements II and I= pertain to dacion en pago.d. 6tatements III and I= pertain to payment by cession.

#(. "he return of what has been paid by mista/e is /nown asa. solutio indebitib. negotiorum gestioc. uasi-delictd. natural obligation

$). One of the following obligations is not demandable at once. hich is it!a. , to gi e his car to C. No date was 7xed by the parties for the date of deli ery.b. , to gi e his car to C until C completes his course in +6 *ccountancy.c. , to gi e his car to C until < dies.d. , to gi e C his car should C enrol in +6 *ccountancy.


8/44

$1. Eaila made a non-negotiable promissory note with 5ia as payee. 5ia assignedthe note to *i/o& *i/o assigned the note to +ea& +ea assigned the note to Carmina&Carmina assigned the note to Gelen& and Gelen assigned it bac/ to Eaila.a. Eaila:s obligation is extinguished by condonation.b. Eaila:s obligation is extinguished by confusion.

c. Eaila:s obligation is extinguished by compensation.d. Eaila:s obligation is not extinguished because the note is not negotiable.

$2. , promised to gi e C 1) sac/s of rice when


9/44

$4. One centa o& 5).)%& 5).1) and 5).2% centa o coins are legal tender up toa. 51)).))b. 5%)).))c. 51&))).))d. any amount.

$'. "hree of the following are the characteristics of a condition. hich is theexception!a. It may or may not happen.b. It may refer to the future.c. It merely 7xes the time for the eDcaciousness of an obligation.d. It may refer to a past e ent un/nown to the paries.

$(. "hese statements are presented to youI. "here is no delay in obligations not to do.II. ,elay is applicable only to the debtor& ne er to the creditor.

In your e aluation of the foregoing statementsa. +oth statements are true.b. +oth statements are false.c. Only 6tatement I is true.d. Only 6tatement II is true.

%). "he principle of negotiorum gestio does not applya. hen the property or business is not neglected or abandoned.b. hen the oDcious manager has been tacitly authori;ed by the owner.c. In both a3 and b3.d. In neither a3 and b3.


10/44

CONTRACTS - SORIANO

1. "hese statements are presented to youI. Innominate contracts& not ha ing name under the law& are oid because

no law or rule go erns them.II. Macio ut des and ,o ut facias are innominate contracts.

In your e aluation of the foregoing statements

a. +oth are true.b. +oth are false.c. Only statement I is true.d. Only statement II is true.

2. "hese statements are presented to youI. Guman hair may alidly be the ob@ect of a contract of sale.II. "he donation by a mother of a part of her li er to be transplanted to his

son is alid.

In your e aluation of the foregoing statementsa. +oth statements are true.b. +oth statements are false.c. Only statement I is true.d. Only statement II is true.

#. "hese statements are presented to you


11/44

I. * sale by auction is enforceable between the seller and the buyeralthough the memorandum made by the auctioneer on the sale was notsigned by the seller and the buyer.

II. Contracts that are enforceable under the 6tatute of Mrauds are deemedrati7ed by the failure to ob@ect to the presentation of oral e idence topro e them.


a. +oth statements are true.b. +oth statements are false.c. Only statement I is true.d. Only statement II is true.

$. escission is di erent from annulment in that rescissiona. Is a principal actionb. Eay be a ailed of only by the parties whether bound principally or

subsidiarily.c. Is brought to declare the ineDcacy inherent in the contract.d. Is based on lesion or damage.

%. *t the height of the ood& , saw C and his family bringing their personale ects to a higher ground. Ge o ered his help which was accepted.

"hereafter& C ga e 5%))&))) to , who was not expecting the payment. "hecontract between , and C is

a. Onerousb. emuneratoryc. Hratuitiousd. "here was no contract at all.

0. efer to No. %& "he cause isa. "he payment of 5%))&))).b. "he bene7t recei ed by C.c. "he personal e ects of C and his family.d. "here is no cause because there is no contract between , and C.

4. "hese statements are presented to youI. "here may be more than two parties to a contract.II. * party to a contract may be composed of more than one person.


a. 6tatement I is trueA 6tatement II is false.b. 6tatement I is falseA 6tatement II is true.c. +oth statements are true.d. +oth statements are false.


12/44

'. * pro ision in a promissory note authori;ing the creditor to increase&decrease& or otherwise change from time to time the rate of interest andLorban/ charges without ad ance notice to the borrower is iolati e of whichprinciple of contract!

a. elati ityb. Eutualityc. Obligatory forced. Consensuality

(. It refers to a contract wherein one party imposes a ready-made form ofcontract& which the other party may accept or re@ect& but which the lattercannot modify.

a. *leatory contractb. Contract of adhesionc. *uto-contractd. Innominate contract

1)."he following contracts are oidable& except a contracta. +etween a minor and an insaneb. here consent was gi en by one party while in a state of drun/enness.c. here consent was gi en by one party while under hypnotic spell.d. here a party was mista/en as to the substance of the thing ob@ect of

the contract.

11.6& a store owner& sold a gallon of rat poison to + for 51&))).)). Intended to

pour the poison in the 7shpond of


13/44

the unloading of the cargoes that included the goods of 6. "he goods of 6&howe er& fell into the sea while being unloaded because of the negligence ofthe operator of the e uipment.

a. 6 can go after ".b. 6 can only go after =.c. 6 can go after both " and =.d. 6 cannot go after wither " or =.

1$.5 met an accident and died while on board a taxi owned by oadmasters "axicad Company. oadmasters has a common carrier insurance policy with*+C Insurance Company for the payment of indemnity to any fare-payingpassenger in case of accident. hich of the following statements is incorrect!

a. "he heirs of 5 can claim the indemnity from *+C Insurance for the deathof 5.

b. "he heirs cannot claim any indemnity because 5 was not a party to thecontract of insurance between oadmasters and *+C Insurance.

c. "he pro ision in the insurance policy for the payment of indemnity is an

example of stipulation pour autrui.d. "he right of 5 to claim for indemnity was transmitted to his heirs uponhis death.

1%.*n aleatory contract is onea. "he ful7llment of which depends upon a chance.b. "he parties of which are obliged to perform reciprocal prestations.c. here only one party actually and physically enters into the contract.d. here deli ery of the ob@ect is re uired to be made for its perfection.

10. hich of the following contracts is not a oid contract!a. * contract of sale of an animal su ering from a contagious disease.b. * purchase of an illegitimate child by one who is the father of the child.c. * contract of insurance whereby the insured as/ed another to ta/e his

place during the medical examination.d. * contract between M& a Milipino and *& an alien& for the purchase of the

right /idney of M for 52))&))).)).

14."he following contracts are presented to you.I. * contract of sale in ol ing 1)) sac/s of rice entered into by H& a

guardian& in behalf of E& his ward. "he rice was worth 51))&))).)) butwas sold by H for 5'%&))).)).

II. * contract of sale made by , of his only lot to < in order to defraud C& hiscreditor. < was not aware of the fraudulent intention of , when he soldthe lot to him.

III. * contract of sale made by , to < of @ewelry which C is trying to reco erin a court case he 7led against ,. < was not aware that the @ewelry wasthe sub@ect of litigation between C and ,.


14/44

In your e aluation of the foregoing contracts

a. Contracts I and II are rescissible.b. Contracts I and III are rescissible.c. Contracts II and III are rescissible.d. None of the abo e contracts is rescissible.

1'.+ entered into a contract for the purchase of % rolls of cloth worth 52)&)))from 6. "he materials which were to be used by + in the ma/ing of schooluniforms were scheduled for deli ery within 4 days. On the se enth day& 6failed to deli er the cloth despite demands from +. *s a result& + could notmeet his commitment to his customers and was threatened with a court suit.6 claimed that E from whom he ordered the cloth under a contract that he 63and E entered into& did not 7nish manufacturing the product as scheduled inaccordance with such terms of the contract. In this case& + may not sue E fordamages under the contract between 6 and E under which principle of

contract!a. 5rinciple of 8iberality of Contractb. 5rinciple of elati ity of Contractc. 5rinciple of Consensuality of Contractd. 5rinciple of Obligatory Morce of Contract

1(., borrowed 5%)&)))&)) from C. "he debt& which is payable within one year& issecured by a mortgage that , constituted on his lot. "he mortgage isregistered in the egistry of 5roperty. C dies before the due date of the debtand was not able to collect any amount of his loan recei able from ,. Ge was

sur i ed by 6& his only son and heir. ,& ta/ing ad antage of the situation& soldthe lot to " who was not aware of the mortgage constituted thereon.

a. "he mortgage is not binding on " since he was not aware of it at thetime he bought the lot.

b. 6& the son of C& has the right to collect the amount of the note from ,&and foreclose the mortgage if , cannot pay.

c. "he mortgage is not binding on " since , was in bad faith when he soldthe lot to ".

d. "he right to collect that loan was extinguished upon the death of C.

2)."he following statements are presented to youI. "he illegality of the moti e of the party to a contract renders the contractoid.

II. "he moti e of one party to a contract is always /nown by the other party.


a. +oth are true.b. +oth are false.


15/44

c. Only I is true.d. Only II is true.

21."he following contracts are presented to you

I. 5ledgeII. CommodatumIII. 6aleI=. ,onation of an immo able.

"he real contracts among the four contracts enumerated are

a. I and II.b. II and III.c. I and III.d. II and I=.

22.One of the following is not incapable of gi ing consenta. Insane persons.b. ,eaf-mutes who do not /now how to write.c. ,eaf-mutes who /now how to read.d. Bnemancipated minors.

2#.* contract entered into by an incapacitated person isa. =oid.b. =oidable.c. escissible.d. Bnenforceable.

2$.Contracts entered into in a state of drun/enness or during hypnotic spell area. =alid.b. =oidable.c. escissible.d. =oid.

2%.* contract entered into by an insane person during a lucid inter al isa. =alid.b. =oidable.c. escissible.d. =oid.

20.*side from fraud and undue in uence& the following are the ices of consent&except

a. =iolence.b. Intimidation.


16/44

c. Eista/ed. ,ealer:s tal/.

24.Eista/e in three of the following will ma/e a contract oidable. hich one will

not!a. Eista/e as to the substance of the thing which is the ob@ect of the contract.b. Eista/e as to the principal conditions which principally mo ed one or both

parties to enter in to the contract.c. Eista/e as to the identity or uali7cations of one of the parties& which identity

or uali7cations ha e been the principal cause of the contract.d. 6imple mista/e of account.

2'.It in ol ed the employment of serious or irresistible force to obtain consent.a. Intimidation.b. "hreat.c. =iolence.d. Eoral coercion.

2(.It is present when one of the contracting parties is compelled by a reasonableand well-grounded fear of an imminent and gra e e il upon his person orproperty& or upon the person or property of his spouse& descendants& andascendants& to gi e his consent.

a. =iolence.b. 5hysical coercion.c. Intimidation.

d. Eista/e.

#).One of the following contracts is not itiated by intimidation or iolence& andhence alid.

a. * contract of sale which was signed by a party because his arm was beingtwisted by a third person.

b. * contract of sale which was entered into because the other party waspointing a gun at his wife.

c. * contract where a party was compelled to assign his property to the other topay a @ust debt because the latter threatened to sue him in court if he does

not pay his debt.d. * contract of donation of a parcel of land which a party signed because theother party threatened to burn his house.

#1.It exists when a person ta/es improper ad antage of his power o er the willof another depri ing the latter of a reasonable freedom of choice.

a. Intimidation


17/44

b. ,uressc. "hreatd. Bndue in uence

#2.Mraud exists in three of the following. hich is the exception!a. hen through the insidious words or machinations of one of the contractingparties& the other is induced to enter into a contract which& without them& hewould not ha e agreed to.

b. hen there is a failure to disclose facts& when there is a duty to re eal them&as when the parties are bound by the con7dential relations.

c. hen there is an expression of an opinion by an expert which turned out tobe wrong& and the other party relied upon such expert /nowledge.

d. hen the misrepresentation refers to the usual exaggerations in trade& andthe other party had an opportunity to /now the facts.

##.*bulencia& who /new that his ring was embellished with glass& told +an;onthat the embellishment was emerald. +an;on& who /new that his watch wasgold-plated& told *bulencia that it was made of pure gold. +an;on& belie ingthat *buencia:s ring was embellished with emerald& and *bulencia& belie ingthat +an;on:s watch was made of pure gold& then entered into a contractwhereby they exchanged their respecti e articles. * wee/ later& +an;ondisco ered that the ring was adorned only with an ordinary glass.

a. "he contract may be annulled at the instance of +an;on since he disco eredthe fraud.

b. "he contract may be annulled at the instance of *bulencia since +an;on alsoemployed fraud.

c. "he contract is oid because of the bad faith of both partiesA hence& it shallnot produce any e ect.

d. Neither party may as/ for annulment since both are guilty of fraud. "hecontract& therefore& is alid.

#$.*n absolutely simulated contract isa. =oid.b. =oidable.c. =alid.d. Bnenforceable.

#%.One of the following statements does not pertain to a relati ely simulatedcontract.

a. "he parties conceal their real agreement.b. "he parties are bound by their real agreement pro ided it does not pre@udice

third persons.


18/44

c. "he parties are bound by their real agreement pro ided it is not contrary tolaw& morals& third persons& public order or public policy.

d. "he parties do not intend to be bound at all.

#0.6er ando and +ernardo entered into a contract where they made it appearthat 6er ando was mortgaging his lot and building to +ernardo to secure acontract of loan. "he truth& howe er& was that 6er ando was selling his lotand building to +ernardo. hich of the following statements is true!

a. "he parties are bound by the contract of sale.b. "he parties are bound by the contract of loan and mortgage.c. "he parties are not bound at all.d. "he parties are bound by the contract of sale only when third persons are

a ected.

#4.One of the following is not a re uisite of the ob@ect of a contract.a. It must be within the commerce of men.b. If it is a right& it must be intransmissible.c. It must not be contrary to law& morals& good customs& public order or public

policy.d. It must be determinate as to its /ind or capable of being made determinate

without the need of the parties entering into a new agreement.#'.6 and + orally entered into a contract whereby 6 sold his one-year production

of eggs in his poultry farm to + for 5%)&))).)) which amount + immediatelyga e in cash to 6. "he contract between 6 and + is

a. =oid because the ob@ect was not existing at the time of the execution of thecontract.

b. =alid because future things may be the ob@ect of contracts.c. escissible because + will li/ely su er damage if the eggs do not come into

existence.d. Bnenforceable because the contract was not in writing.

#(.* died lea ing properties estimated at 51&)))&))).)) to his sons& 6 and ".6ubse uently& 6 sold one-half of his inheritance to < for 5#))&))).))&although his share was still to be deli ered.

a. "he contract is alid since the inheritance is an existing inheritance.b. "he contract is oid because what 6 sold is future inheritance which may not

be the ob@ect of contract as a rule.c. "he contract is rescissible.d. "he contract is unenforceable.

$).* contract whose cause is the promise of a thing or ser ice by the other partyis

a. *n onerous contract


19/44

b. * gratuitous contractc. * lucrati e contractd. * remuneratory contract

$1.* contract whose cause is the liberality of the benefactor isa. * gratuitous contract or contract of pure bene7cence.b. * remuneratory contract.c. *n aleatory contract.d. *n onerous contract.

$2.6 sold his only car for 51))&))).)) to +. Bn/nown to 6& + bought the car fromhim so that he could use the same in a ban/ robbery. hat is the status ofthe sale of the car by 6 to +!

a. "he sale is oid because the moti e of + is illegal.b. "he sale is alid because the illegality of the moti e of the parties to the

contract does not ha e any e ect on its alidity.c. "he sale is oidable because of the failure of + to disclose his moti e to 6.d. "he sale is rescissible at the instance of 6 because he would be damaged

bythe illegal moti e of +.

$#.One of the following is not a re uisite of cause in a contract. hich is it!a. It must exist.b. It must be lawful.c. It must not be false.d. It must not be clearly stated in the contract.

$$.If the illegal contract between the parties is a criminal o ense but only oneparty is guilty& such illegal contract shall produce the following e ects&except

a. "he guilty party will be criminally prosecuted.b. Neither party may compel the other to comply with his underta/ing.c. "he instrument shall be con7scated in fa or of the go ernment.d. "he innocent party cannot reco er what he has gi en.

$%.If the contract is illegal but it does not constitute a criminal o ense and onlyone party is guilty& such illegal contract shall produce the following e ects&except

a. "he guilty party cannot reco er what he has gi en.b. "he guilty party cannot as/ for the ful7lment of what has been promised him.c. "he innocent party cannot be compelled to comply with his promise.d. "he innocent party cannot demand the return of what he has gi en.


20/44

$0."he following contracts are re uired to appear in a public document for thecon enience of the parties so that they may be registered in the properrecording oDce& except

a. Contracts which ha e for their ob@ect the creation of real rights o erimmo able property.

b. "he acceptance of an inheritance.c. "he power to administer property.d. "he cession of actions or rights proceeding from an act appearing in a public

document.

$4. eformation of instruments has the following re uisites& excepta. "here must be a meeting of minds of the parties to the contract.b. "he true intention of the parties dis not expressed in the instrument.c. "he failure of the instrument to express the true intention of the parties is

due to mista/e& fraud& ine uitable conduct or accident.d. "he contract must be in a public instrument.

$'. eformation of an instrument is a ailable in the following cases& excepta. hen a mutual mista/e of the parties causes the failure of the instrument to

disclose their agreement.b. hen one party was mista/en and the other party acted fraudulently or

ine uitably in such a way that the instrument does not show their trueintention.

c. hen a party was mista/en and the other /new or belie ed that theinstrument did not state their real agreement.

d. hen one of the parties has brought an action to enforce the contract.

$(. eformation is not a ailable in the following cases& excepta. 6imple donation inter i os wherein no condition is imposed.b. ills.c. hen the real agreement is oid.d. hen through the ignorance& lac/ of s/ill& negligence or bad faith on the part

of the person drafting the instrument or of the cler/& or typist& the instrumentdoes not express the intention of the parties.

%).*s a rule& a contract of sale is perfecteda. Bpon compliance with the re uirements of the law as to form.b. Bpon deli ery of the ob@ect of the contract.c. Bpon the meeting of the minds on the thing which is the ob@ect of the

contract and upon the price.d. Bpon demand


21/44

PARTNERSHIP - SORIANO

1. One of the following is not a characteristic of contract of partnership.a. eal& in that the partners must deli er their contributions in order for thepartnership contract to be perfected.b. 5rincipal& because it can stand by itself.c. 5reparatory& because it is a means by which other contracts will be entered into.d. Onerous& because the parties contribute money& property or industry to acommon fund

2. "he minimum capital in money or property except when immo able property orreal rights thereto are contributed& that will re uire the contract of partnership to bein a public instrument and be registered with the 6ecurities and 9xchangeCommission 69C3.

a. 5%&))).))b. 51)&))).))c. 5#&))).))d. 5#)&))).))

#. If the partnership has the minimum capital mentioned in no. 2 but the contract isnot in a public instrument or the same is not recorded with the 69C& the partnershipa. is oid.b. is oidable.


22/44

c. does not ac uire @uridical personality.d. still ac uires @uridical personality.

$. "hree of the following partnership contracts are oid. hich one is not!a. * uni ersal partnership of all present property between husband and wife.b. * uni ersal partnership of pro7ts between a man and a woman li ing together ashusband and wife without the bene7t of marriage.c. * particular partnership between husband and wife.d. * uni ersal partnership of pro7ts between a pri ate indi idual and a public oDcer.

%. hich of the following losses will not cause the dissolution of a partnership!a. 8oss before deli ery of a speci7c thing which a partner has promised tocontribute to the partnership.b. 8oss of a speci7c thing after its deli ery to and ac uisition of its ownership by thepartnership from the partner who contributed the same.b. 8oss after deli ery of a speci7c thing where the partner contributed only its useand en@oyment& he ha ing reser ed the ownership thereof.d. 8oss before deli ery of a speci7c thing where the partner has promised tocontribute only its use and en@oyment& reser ing the ownership thereof.

0. "he partnership will bear the ris/ of the loss of three of the following things.hich is the exception!

a. "hings contributed to be sold.b. Mungible things or those that cannot be /ept without deteriorating.c. "hings contributed so that only their use and fruits will be for the commonbene7t.d. "hings brought and appraised in the in entory.

4. +enito& Ignacio& Hregorio& *rtemio and 6er ando are partners in +IH*6 Companywhich is engaged in the buying and selling of rice. +enito is the manager. Ignaciowas also gi en a special power of attorney by the partnership to buy a an for thecompany. No other power was gi en to all the partners. In which of the followingacts or contracts is the partnership not bound by the act of the partner!a. Ignacio buying rice for the partnership from "eodoro who has no /nowledge of Ignacio:s lac/ of authority.b. Ignacio buying a an for the partnership from "eresa.c. Hregorio buying a an for the partnership from "helma who has no /nowledge of Hregorio:s lac/ of authority.d. +enito selling rice for the partnership.

'. hich of the following statements is incorrect!a. 5artnership creditors are preferred as to partnership assets.b. 5artnership creditors are preferred as to each partner:s separate assets.c. * partner:s separate creditors are preferred as to the partner:s separate assets.d. * partner:s separate creditors may attach a partner:s share in the partnership:sassets.

(. "he change in the relation of the partners cause by any ceasing to be associatedin the carrying on the business is /nown asa. termination of the partnership


23/44

b. winding up of partnership a airsc. li uidation of the partnership businessd. dissolution of the partnership

1). * decree by the court is necessary to dissol e a general partnership based onthree of the following grounds. hich one will not re uire such decree but will causethe automatic dissolution of the partnership!a. "he business of the partnership can only be carried on at a loss.b. * partner is shown to be of unsound mind.c. * partner has been guilty of such conduct as tends to a ect pre@udicially thecarrying on of the businessd. * partner is ci illy interdicted.

11. hen is the partnership not bound by the actLs of a partner after dissolution inthe following cases!a. *cts necessary to wind up partnership a airs.b. *cts to complete transactions begun before dissolution.c. New transactions where the third person is a pre ious creditor and there was apublication of the dissolution in a newspaper of general circulation in the place orplaces where the business has been carried on but such third person has not read it.d. New transactions where the third person is a new creditor and there was apublication of the dissolution in a newspaper of general circulation in the place orplaces where the business has been carried on but such creditor has not read it.

12. hat is the order of payment of liabilities of a dissol ed general partnershipusing the code number representing each liability!

I. "hose owing to partners other than for capital or for pro7ts.II. "hose owing to creditors other than partners.III. "hose owing to partners in respect of pro7ts.I=. "hose owing to partners in respect of capital.

a. I& II& III& I=b. II& I& I=& IIIc. II& I& III& I= d. I& II& I=& III

1#. In a limited partnership where there are $ partnersa. *ll the partners must be a limited partner.b. "he number of limited partner must be e ual to the number of general partner&that is& 2 2.c. "he number of limited partners must be greater than the number of generalpartners& that is& # 1.d. It is enough that there is one limited partner& the rest may all be generalpartners.

1$. * limited partner shall be liable as general partner in three of the followingcases. hich one is the exception!a. hen he is a general-limited partner as stated in the certi7cate.b. hen he ta/es part in the control of the business.c. hen he participates in the management of the business.d. hen his surname which appears in the partnership name is also the surname of a general partner.


24/44

1%. * person admitted to all the rights of a limited partner who has died or hasassigned his interest in the partnership is shown asa. *n ostensible partner.b. * li uidating partner.c. * substituted-limited partner.d. * general-limited partner.

10. If the assignee does not become the partner referred to in the precedingnumber& his rights do not includea. "he receipt of the assignor:s share in pro7ts.b. "he receipt of the assignor:s other compensation by way of income.c. "he return of the assignor:s contribution.d. "he inspection of the partnership boo/s or account of partnership transactions.

14. hich of the following will not cause the automatic dissolution of a limitedpartnership!a. ,eath of a general partner.b. ,eath of a limited partner.c. Insol ency of a general partner.d. Insanity of a general partner.

1'. One of the distinctions between a partnership and a corporation is that apartnershipa. Eay be formed by one person.b. Is created by operation of law.c. *cts through a board of directors.d. Eay exist for an inde7nite period.

1(. hich of the following will not cause the automatic dissolution of a generalpartnership!a. ,eath of a capitalist partner.b. Insol ency of a capitalist partner.c. Insanity of an industrial partner.d. Ci il interdiction of an industrial partner.

2). ohn 6olanda and 6ons is a partnership composed of three partners& namelyobert 6olanda& 6imon 6olanda and "heodore 6olanda. "he partners are the sons of

ohn 6olanda who has retired from business but who suggested that they include hisname in the 7rm to gi e them an ad antage since he is well-/nown in businesscommunity.

I. ohn 6olanda shall ha e all the rights of a general partner.II. ohn 6olanda shall ha e all the liabilities of a general partner.

+ased on the foregoing factsa. +oth statements are true.b. +oth statements are false.c. 6tatement I is trueA 6tatement II is false.d. 6tatement I is falseA 6tatement II is true.


25/44

21. +ettina& 9rlinda& *manda& Brsula& "eresa and >olanda are partners in +9*B">9nterprises& a dealer in cosmetics and other beauty products& with contributions of 50)&))).))& 5%)&))).))& 5$)&))).))& 5#)&))).))& 52)&))).)) and 51)&))).))respecti ely. No one was appointed as manager in the articles of partnership.a. +ettina is the manager because she made the biggest in estment.b. 9 ery act in the ordinary course of business will ha e to be decided by thema@ority determined on a per head basis.c. 9 ery act in the ordinary course of business will ha e to be decided by thecontrolling interest biggest in estment3 although the partners owning them do notconstitute the [email protected]. *ll the partners are agents or managers of the partnership and any one of themmay perform acts of administration

22. 5*"OP 9nterprises& a partnership engaged in the business of renting out ideo7lms& is owned by 5atricia& *lice& "ina& Olga and Paye as the manager. ,iana owes5*"OP 9nterprises 50&))).)) and Olga& 5$&))).)). +oth debts are unsecured andare already due. ,iana pays Olga 5$&))).)) for which Olga issues her own receipt.a. "he payment should be applied to Olga:s credit only.b. "he payment should be applied to 5*"OP:s credit only.c. "he payment should be di ided proportionately between 5*"OP and Olga& at52&$)).)) and 51&0)).)) respecti ely.d. "he payment should be di ided e ually between 5*"OP and Olga at 52&))).))each.

2#. H 9*" Company& a partnership engaged in the distribution of generators& iscomposed of Heorge& oland& 9dmond& *lbert and "roy. ,uring the month of *pril&the following transactions were entered into by the following partners in behalf of the partnership without any authority

I. "he sale of the generator by oland to uan "orres who was not aware thatoland had no authority. uan "orres has paid the generator which is due for

deli ery.II. "he purchase of a car by 9dmond from Intrepid Eotors whose owner was

not aware of 9dmond:s lac/ of authority. "he car and the price are due for deli eryand payment& respecti ely.

+ased on the foregoing& the partnership is bound bya. "ransaction I only.b. "ransaction II only.c. +oth transactions I and II.d. Neither transaction I nor II.

2$. E* P Company& is a partnership engaged in the trading business& with Ear ue;&*lconcer& amos and Panapi as partners. Ear ue;& *lconcer and amos arecapitalist partners& contributing 51))&))).))& 50)&))).)) and 5$)&))).))respecti ely. Panapi is an industrial partner. "he partners ha e a stipulation thatEar ue; shall not be liable for partnership liabilities. *fter three years of continuedlosses& the partnership incurred liabilities of 52))&))).)) at which time its assetshad dwindled to 51$)&))).)). *fter partnership assets ha e been exhausted&partnership creditors may go after the separate assets ofa. all the partners.


26/44

b. Ear ue;& *lconcer and amos& but not those of Panapi.c. *lconcer& amos and Panapi& but not those of Ear ue;.d. *lconcer and amos only.

2%. 8IM9 Company& a partnership engaged in the water distribution business& iscomposed of partners 8arredo& Ingles& Miller and 9ncanto. One day& 8arredo wasdri ing the 7rm:s deli ery truc/ beyond the speed limit in order to ser e itscustomers& when he rammed into and caused extensi e damage on the par/ed carof "ertullo.a. Only 8arredo can be held liable for damages of "ertullo.b. 8IM9 Company and 8arredo are solidarili liable for damages to "ertullo.c. 8IM9 Company and the four partners are solidarily liable for damages to "ertullo.d. 8IM9 Company and the four partners are @ointly liable for damages to "ertullo.

20. * person admitted as a partner into an existing partnership shall be liable up tothe extent of his separate assets for what obligations!a. Obligations of the partners existing at the time of his admission only if there wasa stipulation.b. Obligations of the partnership incurred after his admission only if there was astipulation.c. Obligations of the partnership incurred before and after his admission e en if there was no stipulation.d. Obligations of the partnership incurred before his admission if there was astipulation& and those incurred after his admission e en if there was no stipulation.

24. *seron& the managing partner of *C9 Company& was dri ing the deli ery truc/ of the 7rm when he rammed it into an electric post resulting in damages to the ehicleamounting to 5%)&))).)). "o ma/e up for accident& *seron wor/ed long hours forthe 7rm and was able to increase its sales from 5%&)))&))).)) to 51%&)))&))).)).a. *seron will no longer be liable for damages to *C9 because he was able togenerate unusual re enues for the 7rm through his extraordinary e orts.b. *seron will still be liable to the 7rm for damages but the amount will be e uitablyreduced since he was able to generate unusual pro7ts for the 7rm through hisextraordinary e orts.c. *seron:s obligation to the 7rm for damages will be extinguished by compensationsince *C9 is also liable for him for the extraordinary e orts he exerted to increaseits sales.d. *seron and *C9 will share e ually in the damages of 5%)&))).)).

2'. "re or owes 5#&))).)) to CG*E5 Company& a partnership composed of Charles&Garry& *lbert& Ear/ and 5rince& with Ear/ as the manager who is authori;ed tocollect all credits of the 7rm. Ge also owes Charles the amount of 50&))).)). +othdebts are already due. "re or gi es 5#&))).)) to Charles in payment of his debt tothe latter. Charles thus issues his own receipt.a. 5ayment will be applied proportionately to the two credits at 51&))).)) forCharles: credit and 52&))).)) for CG*E5:s credit.b. 5ayment will be applied e ually to the two credits.c. 5ayment will be applied in its entirety to Charles: credit.d. 5ayment will be applied in its entirety to CG*E5:s credit.


27/44

2(. ,oang and ,epante ha e been partners for more than % years in the puri7edwater business. *t the start of the sixth year& ,oang assigned his interest in thepartnership to "rinidad& but ,epante ob@ected on the ground that he did not want

"rinidad to be his partner.a. "rinidad automatically became a partner of ,epante when ,oang con eyed hisinterest to him.b. ,oang and ,epante continue to be partners despite ,oang:s con eyance of hisinterest to "rinidad.c. "he partnership between ,oang and ,epante was automatically dissol ed when,oang con eyed his interest to "rinidad.d. "he con eyance of ,oang of his interest in the partnership to "rinidad entitled thelatter to inspect the boo/s& and participate in the management& of the partnership.

#). Querubin& oces and 6olis are partners in a law 7rm. Querubin was appointed as @udge of the egional "rial Court. 6uch appointmenta. 6uspends the participation of Querubin in the management of the 7rm withoutcausing the dissolution of the partnership.b. 5rohibits the inclusion of the name Querubin in the 7rm name without dissol ingthe partnership.c. esults in the dissolution of the partnership.d. merely re uires the disclosure of Querubin:s appointment to the court withoutdissol ing the partnership.

#1. +ragan;a& Orti; and Ne ado want to form a partnership with +ragan;acontributing 5%))&))).))A Orti;& oDce e uipmentA and Ne ado& his ser ices. If thethree were to form a limited partnership& who among them will be limited partnerLs!a. 9ither +ragan;a or Orti; or both of them.b. 9ither Orti; or Ne ado or both of them.c. 9ither +ragan;a or Ne ado or both of them.d. *ll the three must be limited partners.

#2. efer to the preceding number. *ssume that the three decide to from a generalpartnership. *s a result& which of the following is incorrect!a. *ny of the three may be appointed as manager.b. *ll of them may be appointed as managers.c. Only Ne ado may be appointed as a manager because he only contribute hisser ices.d. *ny two of them may be appointed as managers.

##. C O N 9nterprises is composed of partners Chuc/ who contributed 5%)&))).))Aanier& 52)&))).))A Oscar& 5$)&))).))A aldorf& 51)&))).))A and Nelson& 5%&))).)).

No one was appointed as manager. "wo proposed contracts were oted upon by thepartners during a meeting which too/ place as follows

Contract I =oting for appro al of the contract were Chuc/ and anierA otingfor re@ection were Oscar& aldorf and Nelson.

Contract II =oting for appro al were Chuc/ and anierA oting for re@ectionwere Oscar and aldorfA Nelson abstained.

hich of the following contracts are considered appro ed!a. +oth contracts.b. Neither of two contracts.


28/44

c. Contract I only.d. Contract II only.

#$. E*CP:s estaurant is a partnership composed of Eanalo& *lfere;& Cancio andPilayco& with Eanalo as the manager whose contribution is ')R of the 7rm:s capital.Eanalo made Ongpauco his associate by assigning one-half of his share in the 7rmto the latter. ,id Ongpauco become a partner in the 7rm!a. >es& because Eanalo is the manager.b. No& because the other partners must gi e their consent in order that Ongpaucomay be admitted in the partnership.c. >es& because the assignment by Eanalo of his share in the 7rm did not a ect hisownership of the controlling interest.d. No& because the assignment by Eanalo of his share in the 7rm diminished hisinterest in the partnership.

#%. * partner is a co-owner with his partners of speci7c partnership property. 6uchco-ownershipa. allows a partner to assign his right in such a property.b. allows a partner to use such property for partnership purposes.c. entitles the spouse& children and other relati es of the partner to claim supportfrom such property.d. gi es the pri ate creditors of a partner to attach his right in such property.

#0. 6BEE9 8aundry 6er ices Company is a partnership composed of *shton&Eichael& Calum& 8u/e and ames. ithout the /nowledge of other partners& *shtonused a coat brought to the shop by a customer for dry-cleaning in a party heattended. "he coat was accidentally stained with food sauce during the said party.

ho will be liable to the customer for damages!a. *shton only since he used the coat without the /nowledge of the other partners.b. 6BEE9 8aundry 6er ices Company and *shton solidarily.c. 6BEE9 8aundry 6er ices Company and all the partners @ointly.d. 6BEE9 8aundry 6er ices Company and all the partners solidarily.

#4. * limited partner is prohibited on account of his claim against the partnershipfrom performing the following acts& excepta. "o recei e or hold as collateral security any partnership property.b. "o recei e from a general partner or the partnership any payment& con eyance orrelease from liability& if partnership assets are not suDcient to discharge partnershipliabilities to outside creditors.c. "ransact business with partnership.d. None of the foregoing.

#'. 8ouis& a limited partner in B*N,99 Company& 8td.& recei ed the amount of 51))&))).)) representing his contribution which was being returned on the datestipulated in the certi7cate. 5artnership records& howe er& showed that the 7rm hadliabilities of 522)&))).)) which arose before 8ouis recei ed the return of hiscontribution& and assets of only 5()&))).)) after such return of contribution.a. 8ouis is bound to bring bac/ to the partnership the amount of 51))&))).)) plusinterest thereon.b. 8ouis is bound to gi e the partnership 522)&))).)) plus interest thereon.


29/44

c. 8ouis is bound to gi e the partnership 51#)&))).)) plus interest.d. 8ouis is not bound to return to the partnership any amount because he recei edthe return of his contribution pursuant to a contractual stipulation.

#(. +arranda wrote 6al ador a letter wherein he placed an order for a laptopcomputer worth 5')&))).)). In writing the letter& +arranda used a stationary whichhad for its letterhead J+arranda and +ermude;& eal 9state *gents.K +ermude; isnot really a partner of +arranda but they agreed to use the said letterhead to gi e asemblance of bigness by ma/ing it appear that the two of them are partners.6al ador deli ered the laptop computer but +arranda defaulted in his payment of itsprice. *gainst whom may 6al ador proceed!a. +arranda only since +ermude; is not his partner.b. +arranda only since the purchase of the laptop computer is his personaltransaction.c. +arranda and +ermude; since they are partners in so far as 6al ador isconcerned.d. J+arranda and +ermude;& eal 9state +ro/ers&K inly since an actual partnershipwas created between +arranda and +ermude; and it has a personality separate anddistinct from the two.

$). 5* *HON 9nterprises& a partnership engaged in garments manufacturingbusiness& is composed of partners 5acis& amas and Hon;ales. ,uring the year&5* *HON bought a computeri;ed embroidering machine amounting to 5#))&))).))from "adena with the following stipulation down payment of 5%)&)))A balance to bepaid in amount e ual to 2)R of the monthly net pro7ts of 5* *HON until the fullamount is paid.a. "adena is an actual partner of 5acis& amas and Hon;ales during the same timethat he recei es as share of pro7ts of 5* *HON as payment for the purchase priceof the machine.b. "adena is only a partner by estoppel of 5acis& amas and Hon;ales during thetime that he recei es a share of the pro7ts of 5* *HON as payment of the purchaseprice of the machinec. "adena is not a partner of 5acis& amas and Hon;ales whether before or after hehas recei ed the full payment of the purchase price of the machine from 5* *HON.d. "adena is a nominal partner of 5acis& amas and Hon;ales during the time that herecei es a share of the pro7ts of 5* *HON as payment of the purchase price of themachine.

$1. E*HIC Company is a partnership composed of Eartha& *gnes& Hlenda& Irene andCandice& with Eartha as manager who is authori;ed to collect the credits of thepartnership. "heresa owes Eartha 5$&))).)) which is due on ,ecember 1). 6healso owes E*HIC Company 50&))).)) which is due on ,ecember 2). On ,ecember1%& "heresa tendered payment in the amount of 5$&))).)) to Eartha in payment if her debt to the latter. Eartha issued her own receipt ac/nowledging the payment.a. "he payment will be applied proportionately to the credits of E*HIC and Earthain the amount of 51&0)).)) and 52&$)).)) respecti ely.b. "he payment will be applied in its entirety to Eartha:s credit.c. "he payment will be applied in its entirety to E*HIC:s credit.


30/44

d. "he payment will be applied e ually to the two debts of "heresa.

$2. Ornussa& the owner of a acant lot& leased the same to Mlorida under anagreement that the rental shall be paid by Mlorida at the rate of 1)R of the annualnet income of the ower business that she would put up on the lot. * pri ateagreement was signed by the parties. In the 7rst year of operations& Ornussarecei ed from Mlorida the amount of 52)&))).)) representing 1)R of the net incomeof the ower shop business.a. Ornussa is a partner of Mlorida by her mere receipt of the share in the net pro7tsof the ower business of Mlorida.b. "he relationship of Ornussa and Mlorida is only that of a lessor and a lessee.c. Ornussa and Mlorida ha e a dual contract partnership and lease.d. Ornussa and Mlorida are not partnersA neither are they lessor and lessee becausetheir agreement was not in a public instrument.$#. hich of the following statements concerning the name of a partnership isfalse!a. "he partnership name may include the name of only one of the partners.b. "he partnership name may include the names of two or more& but not all of thepartners.c. "he partnership name may include the name of all the partners.d. "he partnership cannot adopt a name which does not include the name at leastone of the partners.

$$. ,onna& 9mma& *lma and ona are partners in ,9* Company with ,onna asmanager. "ricia owes ,9* Company 5%&%)).)) and ,onna& in ,onna:s personalcapacity& 5$&%)).)). "ricia:s debt to ,onna is secured by a pledge of her diamondring. +oth debts are already due. "ricia pays 5$&%)).)) to ,onna and tells her thatthe same is in payment of her debt to ,onna. ,onna& thus& issues her personalreceipt.a. "he payment of 5$&%)).)) will be applied proportionately to the two credits tothe partnership credit at 52&$4%.))A to ,onna:s credit at 52&)2%.)). "his is sobecause ,onna should not place her interest before that of ,9* Company.b. "he payment of 5$&%)).)) will be applied entirely to ,onna:s credit.c. "he payment will be applied in partial payment of the partnership credit of 5%&%)).))A hence& there will be a balance of 51&))).))d. "ricia& ,onna and ,9* Company will ha e to agree as to which the credit thepayment shall apply.

$%. Mederico& *lberto& 6ofronio and "eodoro are partners in M*6" EotorcarsCompany& a dealer of car spare parts. Mederico& *lberto and 6ofronio in ested5%))&))).))& 52))&))).)) and 5#))&))).))& respecti ely. "eodoro is an industrialpartner who manages the partnership. "he partners ha e stipulated that Medericoshall be exempt from liability to third persons. *t the end of three years& the assetsof the partnership ha e dwindled to 522)&))).)) while its liability to third personsha e a balance of 5#$)&))).)). Gow much ultimately will be the share of eachpartner after payment to third persons and the settlement among partners!a. 5#)&))).)) for each partner.b. Mederico& 50)&))).))A *lberto& 52$&))).))A 6ofronio 542&))).))A and "eodoro&none.c. Mederico& noneA *lberto& 5$'&))).))A 6ofronio 542&))).))A and "eodoro& none.


31/44

d. . Mederico& noneA *lberto& 6ofronio and "eodoro 5$)&))).)) each.

$0. "he following partnership contracts were presented to you for e aluationI. * partnership engaged in the sale of oDce supplies with a capital of

51))&))).)) bro/en down into cash& 5#)&))).))A oDce supplies for sale&5%)&))).)) and oDce e uipment& 52)&))).)). "he agreement is in a pri ateinstrument.

II. "he partnership engaged in the lease of oDce spaces with a capital of 54))&))).)) bro/en down into land& 51))&))).))A building& 5%))&))).))Acash& 5')&))).))A and oDce e uipment& 52)&))).)). "he agreement is in apublic instrument attached to which is the in entory of the land and the buildingsigned by the partners. "he instrument is not recorded with the 6ecurities and

9xchange Commission.III. * partnership engaged in the trading of computers whose name is

J8amont 9nterprises& 8td.K It has a total capital of 5%))&))).)) bro/en downinto 51))&))).)) cash and computers worth 5$))&))).))& contributed by bothgeneral and limited partners. "he agreement was subscribed and sworn to by allthe partners before a notary public but not recorded with the 6ecurities and

9xchange Commission.

+ased on the foregoinga. 9ach partnership has a separate @uridical personality.b. I and II ha e separate @uridical personality.c. II and III ha e separate @uridical personality.d. None of the partnerships has a separate @uridical personality.

$4. +elinda& *ra& ica and Plaudia are partners in +* P 9nterprises& a pet shop& with+elinda contributing 5%)&))).))A *ra& 52)&))).))A and ica& 5#)&))).)). Plaudia isan industrial partner and manages the partnership. +ased on the foregoinginformation& which of the following statements is false!a. +elinda may engage in the buying and selling of rice without the consent of otherpartners.b. Plaudia may engage in the buying and selling of rice without the consent of otherpartners.c. Plaudia is not liable for the losses of the partnership.d. Plaudia may be held liable by third persons for partnership debts with herseparate property.

$'. osephine& 9llen& ilma& 9dith and 8ydia are partners in 9 98 Company& 8td. osephine& 9llen and ilma are general partners& 9dith is a general-limited partner&while 8ydia is a limited partner. +ased on the foregoing information& which of thefollowing statements is false!a. osephine& 9llen and ilma may be held liable with their separate property afterthe exhaustion of partnership assets.b. 9dith may participate in the management of the partnership.c. 9dith may not be held liable with her separate property for partnership debtsafter the exhaustion of partnership assets.d. 8ydia may not be held liable with her separate property for partnership debtsafter the exhaustion of partnership assets.


32/44

$(. hich of the following will not cause the automatic dissolution of a generalpartnership!a. ,eath of a partner.b. Insol ency of a partner.c. hen the partnership business becomes unlawful.d. Insanity of a partner.

%). "he partnership is not bound in three of the following acts of a partner afterdissolution. Gowe er& it is bound in one. hich is it!a. here the partner acting is insol ent.b. hen it is unlawful to carry on its business.c. hen the partner has no authority to wind up partnership a airs and the thirdperson is a pre ious creditor who had no /nowledge of the partner:s lac/ of authority.d. hen a partner has no authority to wind up partnership a airs and the thirdperson is a new creditor who has not read the publication of the lac/ of authority of the partner in a newspaper of general circulation in the place or places where thepartnership is carried on.

CORPORATION - SORIANO

1. hich of the following corporation is re uired by the Corporation Codeto ha e its number of directors in multiples of %& i.e. %& 1)& 1%!

a. * stoc/ educational corporation.b. * non-stoc/ educational corporation.c. * corporation sole.d. * religious society.

2. *& +& C& , and 9 are all Certi7ed 5ublic *ccountants. "hey want topractice their profession under one company. hat /ind of businessorgani;ation may they establish for such purpose!

a. 5artnership only.

b. Corporation only.

c. 9ither a partnership or a corporation under their option.d. Neither a partnership nor a corporation.


33/44

#. *& +& C& , and 9 are all licensed mechanical engineers. "hey want toput up a business for the purpose of importing industrial machineries.

hat /ind of business organi;ation may they put up for such purpose!

a. 5artnership only.b. Corporation only.c. 9ither a partnership or a corporation under their option.d. Neither a partnership nor a corporation.

$. * is a Certi7ed 5ublic *ccountant& + is a lawyerA while C is amechanical engineer. "hey want to put up a business for the purposeof exporting dried 7sh. hat /ind of business organi;ation may thethree of them establish for such purpose!

a. 5artnership only.b. Corporation only.c. 9ither a partnership or a corporation.d. Neither a partnership nor a corporation because they belong to

di erent professions.

%. In which of the following instances is a foreign corporation not engagedin business in the 5hilippines!

a. Opening a liaison oDce in the 5hilippines.b. 5articipating in the management of a domestic business in the

5hilippines.c. Ga ing a nominee director to represent its interests in a domesticcorporation.

d. *ppointing a distributor who is domiciled in the 5hilippines.


34/44

0. "hese statements are presented to youI. "he members of board of directors of a corporation may pro ide

for themsel es compensation other than per diems.II. * director who recei es compensation as such may also be gi en

separate compensation if the ser es the corporation in another

capacity li/e the president who is re uired to be a director.In your e aluation of the foregoing statements

a. +oth statements are true.b. +oth statements are false.c. Only 6tatement I is true.d. Only 6tatement II is true.

4. "hese statements are presented to you

I. "he 9xisting of interloc/ing incorporators& directors and oDcers issuDcient to @ustify piercing of the eil of corporate 7ction.II. 6ubstantial identify of incorporators of directors of corporations

necessarily implies fraud.


a. +oth statements are true.b. +oth statements are false.c. Only 6tatement I is true.d. Only 6tatement II is true.

'. "hese statements are presented to youI. "he sale& lease& exchange& mortgage& pledge or other disposition

of all or substantially all of corporate property re uires the oteof a ma@ority of the board of directors or trustees& and 2L# of theoutstanding capital stoc/ or 2L# of the members.

II. "he board of directors or trustees may abandon the sale or otherdisposition of all or substantially all of the corporate propertywithout further appro al from the stoc/holders r members.

In your e aluation of the foregoing statementsa. +oth statements are true.b. +oth statements are false.c. Only 6tatement I is true.d. Only 6tatement II is true.

(. ho may ote the shares without the need of any written proxy!a. "he pledgee of shares of stoc/.b. "he mortgagee of shares of stoc/.


35/44

c. "he executor of an estate which owns the shares of stoc/.d. "he sta/eholder who transferred his shares in a oting trust

agreement.

1). 6 and *+C Corporation entered into a J,eed of 6ale of 6hares of6toc/K for the ac uisition by 6 of 1&))) of the unissued shares of thelatter at 51)).)) par alue per share. 6 was to gi e a down payment of %)R with the balance to be paid after #) days. hat /ind of contractwas entered into between 6 and *+C Corporation!

a. Contract of saleb. Contract of purchasec. Contract of subscriptiond. 6ome other contract.

11. 6& a stoc/holder of *+C Corporation& isited the corporate oDceand demanded the inspection of the boo/s of accounts of the company.,& the director who was in charge of such boo/s& refused to allow 6 toinspect them on the ground that six months earlier& 6 used some7nancial data that he obtained from ? Corporation to the detrimentof the latter. as the refusal of , @usti7ed!

a. No& because the data that 6 improperly used were ta/en fromanother corporation.

b. >es& because such improper use of data& although pertaining toanother corporation& is a legal ground to deny a stoc/holder theexercise of his right to inspect the corporate boo/s.

c. No& because such refusal is a iolation of a stoc/holder:s right toinspect corporate boo/s.

d. No& because such ground can be used only against 6 if he wereto inspect the boo/s of ? Corporation.

12. "hese e uations are presented to youI. * S + T *

II. * S + T <

hat do the abo e e uations represent!

a. I& merger& II& consolidation.b. I& consolidation& II& merger.c. +oth e uations represent merger.d. +oth e uations represent consolidation.


36/44

1#. * stoc/holder is entitled to the payment of the fair alue of hisshares when he dissents from certain corporate acts. 6uch fair alueshall be the fair alue of the shares as of the day

a. on which the ote was ta/en& excluding any appreciation ordepreciation in anticipation of such corporate action.

b. prior to the date on which the ote was ta/en& excluding anyappreciation or depreciation in anticipation of such corporateaction.

c. on which the ote was ta/en& including any appreciation ordepreciation in anticipation of such corporate action.

d. prior to the date on which the ote was ta/en& including anyappreciation or depreciation in anticipation of such corporateaction.

1$. Hreen 8i elihood 5ro@ects& Inc. is a non-stoc/ non-pro7tcorporation whose article of corporation pro ide for ( trustees withstaggered terms. "he trustees 7rst elected and their respecti e ofoDce are *fable& +ernabe and Calimag& # yearsA ,ayag& 9stacio andMormelo;a& 2 yearsA and Hesmundo& Gilacan and Ibero& 1 year. *fterone year& almasco& Pintanar and 8ope; were elected to replaceHesmundo& Gilacan and Ibero whose terms expired. hat is the term of oDce of almasco& Pintanar and 8ope;!

a. One yearb. "wo yearsc. "hree yearsd. Mour years

1%. efer to the preceding number. *ssume that *fable resignedafter one year and three months in oDce and Eodena was elected toreplace him. hat is the term of oDce of Eodena!

a. One yearb. One year and nine monthsc. One year and three monthsd. "hree years.

10. "hese statements concerning the number of trustees of a non-stoc/ corporation at the time of its incorporation are presented to you

I. "he number of trustees may be more than 1%.II. "he number of trustees may be less than %.



37/44

a. +oth I and II are correct.b. +oth I and II are incorrect.c. I is correct. II is incorrect.d. I is incorrect. II is correct.

14. "hese statements are presented to youI. Bnder the Corporation Code& a close corporation is one whose

members belong to the same family. In other words& it is a familycorporation.

II. +an/s& insurance companies and educational institutions& amongother corporations& cannot be incorporated as a closecorporation.


a. +oth statements are true.b. +oth statements are true.c. Only 6tatement I is true.d. Only 6tatement II is true.

1'. "hese statements are presented to youI. "he business may be managed by the stoc/holders rather than

by a board of directors.II. If the stoc/holders manage the corporation& no meeting is

re uired to elect directors.


a. +oth statements are true.b. +oth statements are true.c. Only 6tatement I is true.d. Only 6tatement II is true.

1(. hich of the following statements concerning a close corporationis false!

a. "he stoc/holders may agree among themsel es to the e ect thatthey are partner among themsel es.

b. *ny action of the board of directors without a meeting shall bealid if all the stoc/holders ha e e ual of implied /nowledge of

the action and they ma/e no prompt ob@ection thereto in writing.


38/44

c. In case of deadloc/ in management& the 69C may order thecorporation to ac uire its own shares of stoc/ pro ided it hasunrestricted retained earnings.

d. * close corporation shall not list in any stoc/ exchange or ma/eany public o ering of any of its stoc/ of any class.

2). Immediately after their election& the directors must formallyorgani;e by the election of the following oDcers& except

a. 5residentb. =ice 5residentc. "reasurerd. Corporate 6ecretary

21. "he 5resident of a corporation may at the same time be thea. "reasurerb. Corporate 6ecretaryc. Chairman of the +oard of ,irectorsd. None of the foregoing& because the president cannot occupy

another position in the corporation during his term.

22. "he following positions in a corporation are presented to youI. 5resident

II. "reasurerIII. Corporate 6ecretaryI=. Chairman of the +oard

ho of the foregoing must be a director of the corporation at the sametime!

a. I and IIb. III and I=c. I and IIId. I and I=

2#. ho may or may not be a director of a corporation!a. "reasurerb. Corporate 6ecretaryc. +oth a3 and b3d. Neither a3 nor b3.

2$. "he certi7cate of incorporation of 5arametro Corporation wasissued by the 6ecurities and 9xchange Commission despite the fact


39/44

that only # out of its 4 incorporators were residents of the 5hilippines.6uch inad ertent issuance of the certi7cate of incorporation

a. means 5arametro Corporation is unincorporated.b. means 5arametro Corporation a de facto incorporation.c. does not a ect the ac uisition by 5arametro Corporation of the

status of a de jure corporation because non-compliance of theresidence re uirement is a minor defect that does not a ectcorporate existence.

d. results in the automatic dissolution of the 5arametro Corporationupon disco ery by 69C of the corporations failure:to comply withthe residence re uirement for incorporators.

2%. hich of the following documents may be submitted before orafter incorporation!

a. =eri7cation Certi7cate as to the name of the corporation.b. +y-laws.c. Certi7cate of ban/ deposit as to the paid-up capital.d. *rticles of incorporation.

20. *n incorporator of a stoc/ corporation at the time ofincorporation must be

a. the owner of at least one share of stoc/ of the corporation.b. a member of 7rst board of directorsc. a duly elected oDcer of the corporation.d. all of the foregoing.

24. * subscriber of the capital stoc/ corporation still to be formedmust be

a. an incorporatorb. a signatory to the articles of incorporation.c. a member of the incoming board of directors.d. none of the foregoing.

2'. "he article of incorporation of an 9astex Computer Corporationpro ide for 1% directors. hich of the following is in alid concerning itsby-laws!

a. "hat the uorum in the meetings of directors be at least 'directors

b. "hat the uorum in the meetings of directors be at least 1)directors.


40/44

c. "hat the uorum in the meetings of directors be at least 4directors.

d. "he by-laws do not mention anything about the uorum in themeetings of directors.

2(. hat may be the composition of the executi e committee of acorporation!

a. ,irectorsb. 6toc/holders who are neither oDcers nor directors.c. ODcers who are neither stoc/holders nor directorsd. * combination of a3& b3 and c3.

#). "he executi e committee must ha e at least

a. "hree members who must act with a unanimous ote of all itsmembers.b. "hree members who must act by a ma@ority ote of all the

members.c. Mi e members who must act with a unanimous ote of all its

members.d. Mi e members who must act by a ma@ority ote of all its

members.

#1. hich of the following causes of acancy in the board ofdirectors may be 7lled by the remaining directors if they still constitutea uorum!

a. Increase the number of directors.b. emo al of directors.c. 9xpiration of the term of a director.d. ,is uali7cation of a director.

#2. ho may be remo ed as a director without cause during theirterm of ser ice!

a. * director representing the ma@ority stoc/holders.b. * director representing the minority stoc/holders.c. 9ither a3 or b3d. Neither a3 nor b3 because they can only be replaced upon the

expiration of their term of oDce though the election of another intheir place since the remo al is without cause.


41/44

##. hich shares may be issued with or without par alue!a. Common sharesb. 5referred sharesc. +oth common and preferred shares.d. Neither common nor preferred shares.

#$. "he rule that protects directors who act with due care and ingood faith& as long as their decisions are lawful and in the beastinterests of the corporation.

a. Mairness ruleb. +usiness @udgment rulec. Holden ruled. *nti-trust rule

#%. * suit bought by a stoc/holder in the name an in behalf of thecorporation to protect corporate rights or redress wrongs committedagainst the corporation& whene er corporate oDcers refuse to bringsuch actions or such oDcers are the ones to be sued or held liable.

a. Indi idual suitb. Class suitc. epresentati e suitd. ,eri ati e suit

#0. * stoc/ corporation& in general& is taxed in the same manner asa

a. general professional partnership.b. non-general professional partnership.c. sole-proprietorship.d. cooperati e.

#4. 6amorano is the owner of %)) shares of stoc/ of Center 6alesCorporation whose articles of incorporation pro ide for % directors. In

the annual election of directors& the following ran for the position ofdirector *banes& +aricuatro& Castillo& ,oromal& 9lmora& and Milamor.6amorano as/s you which of the following is the incorrect way ofcasting his otes.

a. %)) otes each for each candidates.b. %)) otes each for *banes& +aricuatro& Castillo& ,oromal and

9lmora.c. 2&%)) otes for *banes.


42/44

d. 1&))) otes for *banes& 1&))) otes for +*ricuatro& and %))otes for Castillo.

#'. hich of the following is not a characteristic of a corporation!a. 5erpetual lifeb. "ransferability of ownership interestsc. Bnlimited liability on the part of the stoc/holdersd. *bility to attract large amount of capital.

#(. hich of the following pro isions in the articles of incorporationcannot be amended!

a. Name of Corporationb. Number and name of incorporators

c. "erm of existenced. 5rimary purpose

$). No-5ar shares may not be issued for a lower price lower thana. stoc/ exchange uotation priceb. issued price.c. mar/et price.d. fair mar/et alue.

$1. 6hares that may be issued at a price higher than 5%.)) per shareare

a. par alue shares.b. no-par alue shares.c. both a3 and b3.d. neither a3 nor b3.

$2. 6hares that may be issued at a price lower than 5%.)) per shareare

a. par alue shares.b. no-par alue shares.c. both a3 and b3.d. neither a3 nor b3.

$#. Other than from retained earnings& di idends may be declaredout of


43/44

a. paid-in capital in excess of par- alue.b. paid-in capital in excess of issued price.c. both a3 and b3.d. neither a3 nor b3.

$$. hich of the following is an incorrect composition of the capitalstoc/ of a corporation!

a. +oth par alue and no-par alue shares.b. +oth preferred and common shares.c. 9ither par alue or no-par alue shares.d. 9ither common or preferred shares.

$%. "hese statements are presented to youI. * director is an agent of the corporation by irtue of his being

elected as a director.II. * director who owns the controlling interest in a corporation has

only one ote in the meeting of board of directors.

In your e aluation of the following statements.

a. +oth statements are true.b. +oth statements are false.c. 6tatement I is trueA 6tatement II is false.d. 6tatement I is falseA 6tatement II is true.

$0. "he following ote on a per head basis& excepta. directors of a stoc/ corporation.b. stoc/holders.c. trustees of non-stoc/ corporation.d. members of a non-stoc/ corporation3.

$4. "hese statements are presented to youI. * person may become a stoc/holder of a corporation through the

receipt of a stoc/ di idend gi en to him in payment of ser icespre iously rendered.II. * contract of subscription has for its ob@ect unissued or issued

shares such as treasury shares.

In your e aluation of the following statements.

a. +oth statements are true.b. +oth statements are false.


44/44

c. Only 6tatement I is true.d. Only 6tatement II is true.

$'. "he highest bidder in a delin uency sale is the one willing to paythe

a. highest amount for he highest number of shares.b. lowest amount for the lowest number of shares.c. full amount of the balance of the subscription& accrued interest&

cost of ad ertisement and expenses of sale for the smallestnumber of shares.

d. full amount of the balance of the subscription& accrued interest&cost of ad ertisement and expenses of sale for the highestnumber of shares.

$(. Carmona is a creditor of 6olomon who is stoc/holder of record of1&))) shares of Eontero Corporation. 6olomon sells the shares to+acalso through a deed of absolute sale that has not yet been recordedin the boo/s of Eontero Corporation. "he transfer of the shares by6olomon to +acalso is

a. alid between 6olomon and +acalso.b. alid as against Eontero Corporation and Carmona.c. alid as to 6olomon& +acalso& Eontero Corporation and Carmona.d. not alid as regards any of those mentioned in c3 until it has

been recorded in the boo/s of Eontero Corporation.

%). Mor the purpose of determining the alidity of the contractentered into between two corporations with interloc/ing directorswhose interest in one corporation is nominal and substantial in theother& the presence of the interloc/ing director should not benecessary to constitute a uorum and his ote should not be necessaryfor the appro al of the contract in the meeting of board of directors

a. of the corporation where his interest is substantial.b. of the corporation where his interest is merely nominal.c. of both corporations.d. of neither corporation for as long as there is no fraud and the

contract is fair and reasonable under the circumstances becausehe has a personality separate and distinct from bothcorporations.

BL - SORIANO.docx

Documents

Transcript of BL - SORIANO.docx