Philippine Bar review · Question

Practice question: Dissolution and Winding Up

Multiple Choice Hard

Practice question

After a lawful partnership dissolution, an authorized, solvent partner sells remaining inventory solely as an appropriate step to settle outstanding accounts and completes a transaction already begun. No statutory exception defeats the authority. Another partner argues that every act after dissolution is necessarily incapable of binding the firm. Which answer best applies Article 1834?
  1. Every post-dissolution act is automatically void.
  2. Only wholly new speculative operations may bind it.
  3. Appropriate winding-up acts and completion of unfinished transactions may bind the partnership under the stated conditions.
  4. Dissolution makes all goods ownerless.
  5. The acting partner automatically becomes a corporation.

Legal references

  • Civil Code, RA 386, Articles 1828–1837, https://lawphil.net/statutes/repacts/ra1949/ra_386_1949.html

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