Question B.19, Civil Law, 2019 Bar Exam

Mr. A entered into a lease contract covering one of his commercial buildings with XYZ Company, a partnership composed of X, Y, and Z, as lessee, for use as an office space. Upon failure to receive the rental payments when they fell due, Mr. A immediately sought payment of the same from X, Y, and Z, asserting that the individual partners are solidarily liable together with the partnership for its debts.

X, Y, and Z disagreed with Mr. A's contention, arguing further that in any event, rentals should not be paid up until Mr. A makes the necessary arrangements for the repair of the defective electrical wirings in the office that caused power outages and hence, made it difficult, if not impossible, for them to conduct their usual business operations.

Rule on the parties’ respective arguments. (5%)

Suggested Answer:

1) On the claims of Mr. A:

They are incorrect. Answer

Under the Civil Code, a partnership has a separate juridical personality from the partners. It is the partnership that is primarily answer for its liabilities. If the assets of the partnership are insufficient, it is only when the general partners may be held liable. Rule

In the case at bar, there is no showing that the assets of the partnership are insufficient to cover the liabilities for rental payment. The partners cannot be made liable until this requirement is complied. Apply

Thus, the claims of Mr. A is incorrect. Conclusion

2) On the claims of X, Y, and Z: 

They are correct...