Idos v. CA G.R. NO. 110782, September 25, 1998, Quisumbing, J.

Facts: In 1985, Eddie Alarilla and Irma Idos formed a partnership which they decided to terminate after a year. To pay Alarillas share of the asset, Idos issued 4 post dated checks. Alarilla was able to encash the first, second and fourth checks but the third was dishonored for insufficiency of funds. He demanded payment but Idos failed to pay. She claimed that the checks were issued as assurance of Alarillas share in the assets of the partnership and that it was supposed to be deposited until the stocks were sold. He filed an information for violation of BP blg. 22 against Idos in which she was found guilty by the trial court. Issue: Did the court confused and merged into one the legal concepts of dissolution, liquidation and termination of a partnership? Ruling: The partners agreement to terminate the partnership did not automatically dissolved the partnership. They were in the process of winding-up when the check in question was issued. The best evidenceof the existence of the partnership, which was not yet terminated were the unsold goods and uncollected receivables which were presented to the trial court. Article 1829 of the Civil Code provides that on dissolution the partnership is not terminated but continues until the winding-up of partnership affairs is completed. Since the partnership has not been terminated, Idos and Alarilla remained co-partners. The check was issued by petitioner to respondent as would a partner to another and not as a payment by debtor to creditor. Thus, absent the first element of the complained offense, the act is not punishable by the statute. Posted by Lendferndz Biadno at 3:06 AM No comments: Email ThisBlogThis!Share to TwitterShare to FacebookShare to PinterestVILLAREAL V. RAMIREZ VILLAREAL V. RAMIREZ

Facts: In 1984, Villareal, Carmelito Jose and Jesus Jose formed a partnership with a capital of P750,000for the operation of a restaurant and catering business. Respondent Ramirez joined as a partner in the business with the capital contribution of P250,000. In 1987, Jesus Jose withdrew from the partnership and within the same time, Villareal and Carmelito Jose, petitioners closed the business without prior knowledge of respondents In March 1987, respondents wrote a letter to petitioners stating that they were no longer interested in continuing the partnership and that they were accepting the latters offer to return their capital contribution. This was left unheeded by the petitioners, and by reason of which respondents filed a complaint in the RTC.RTC ruled that the parties had voluntarily entered into a partnership, which could be dissolved at any time, and this dissolution was showed by the fact that petitioners stopped operating the restaurant. On appeal, CA upheld RTCs decision that the partnership was dissolved and it added that respondents had no right to demand the return of their capital contribution. However since petitioners did not give the proper accounting for the liquidation of the partnership, the CA took it upon itself to compute their liabilities and the amount that is proper to the respondent. The computation of which was:(capital of the partnership outstanding obligation) / remaining partners =amount due to private respondent Issue: W/N petitioners are liable to respondents for the latters share in the partnership? Ruling: No. Respondents have no right to demand from petitioner the return of their equity share. As found by the court petitioners did not personally hold its equity or assets. The partnership has a juridical personality separate and distinct from that of each of the partners. Since the capital was contributed to the partnership, not to petitioners, it is the partnership that must refund the equity of the retiring partners. However, before the partners can be paid their shares, the creditors of the partnership must first be compensated. Therefore, the exact amount of refund equivalent to respondents one-third share in the partnership cannot be determined until all the partnership assets will have been liquidated and all partnership creditors have been paid. CAs computation of the amount to be refunded to respondents as their share was thus erroneous. Posted by Lendferndz Biadno at 3:05 AM No comments: Email ThisBlogThis!Share to TwitterShare to FacebookShare to Pinterest

Sunga-chan vs. chua Facts:Respondent aalleged that he verbally entered into a partnership agreement with Jacinto, the deceden of the petitioners. Said business however was registered under the name Jacinto as sole propritorshi[. Jacinto was the manager of said partnership and Josephine Sy assisted him, she was the sister of the respondents wife. Upon the death of Jacinto, his wife and daughter took over the business. Respondent now demands for accounting, inventory, appraisal, winding up and restitution of his net shares in the partnership but to no vail. Respondent filaed a case against them and they answered that they are not liable to do so and there is no cause of action against them,. Petitioners also contended the testimony of respondent and Josephine sy for jacinto could no longer answer the said testimoniiy and invoke the Dead Mans Statute.Issue: Whether or not partnership do really exist.Held:Yes, it existed for it may be constituted in any form, except where immovable property or real rights are contributed thereto, in which case instrument shall be necessary. Hence, based on the intention of the parties, as gathered from the facts and ascertained from their language and conduct, a verbal contract of partnership arise.As to the defense of Dead Mans Statute such was already defeated upon the filing of counterclaim by the petitioners. It was already removed from the ambit of the Dead Mans Statute. The tesmony of Josephine is not covered by the Deads Mans Statute for the simple reason that she is not a party or assignor of a party to a case or persons in whose behalf a case is prosecuted.

Ortega v. CA GR 109248, July 3, 1995Facts:Ortega, a senior partner in the law firm Bito, Misa and Lozada withdrew in said firm. He filed with Security Exchange Commision a petition for dissolution and liquidation of partnership. SEC en banc ruled that withdrawal of MIsa from the firm had dissolved the partnership. Moreover, since it is a partnership at will, the law firm could be dissolved by any partner at any time, such as by withdrawal therefrom, regardless of good faith or bad faith, since no partner can be forced to contine in the partnership against his will.Issue: whether or not said partnership is a partnership at will.Whether or not the withdrawal of MIsa dissolved the partnership regardless of his good or bad faith.Held:Yes, The partnership agreement of the firm provides that the partnership shall continue as long as mutually satisfactory and upon the death or legal incapacity of one of the partners, shall be continued by the surviving partner.Yes. Any one of the partners may, at his sole pleasure dictate a dissolution of the partnership at will. He must, however, act in good faith not that the attendance of bad faith can prevent the dissolution of the partnership but that it can result in a liability for damages.Cristobal Bonnevie, et. A;. vs. Jaime HernandezFacts:It appears that prior to January, 1947, plaintiffs with other associates formed a syndicate or secret partnership for the purpose of acquiring the plants, franchises and other properties of the Manila Electric Co. hereinafter called Meralco. Defendant become a member of the said partnership and brought Meralco properties on behalf of the partnership. The first payment was done and the other 2 payments were to be given with the stipulation that upon failure to pay at demand of the remaining balance would annul the contract and first payment is forfeited in favour of the vendor. The formation of the new corporation is ongoing but while incorporation paeprs are not pderfected yet two partners withdrew from the partnership an done of them was the plaintiff for the fear that said business will fail and their investments will be forfeited. Their investments were then returned. Two years later, when the business was already prosperous, plaintiff sued the defendant fot he share of the profits.Issue: Whether or not plaintiff is entitled for the share of the profits after the dissoulution of the partnership.Held:No. the defendant should not be held liable for damages caused to them, consisting of the loss of their share of the profits due to none liquidation since it was not he duty of the defendant to do the same for he was not the managing partner of the said partnership. Another is that it does not appear that palintiffs have ever asked for a liquidation and as will presently be explained no liquidation was called for because when plaintiffs withdrew form the partnership the understanding was that after they had been reimbursed their investment, they were no longer to have any further interest in the partnership or its assets and liabilities.

Yu v. NLRC GR. 97212, June 30, 1993Facts: Benjamin Yu used to be the Assistant General manager of Jade Mountain, a partnership engaged in marble quarrying and export business. The majority of the founding partners sold their interests in said partnership to Willy Co and Emmanuel Zapanta without Yus knowledge. Said new partnership continued operating under the same name and continued the businesss operations. However, it transferred its main office from Makati to Mandaluyong said new partnership did not anymore availed of the services of YU. Thus, he filed a complaint for illegal dismissal, recovery of unpaid wages and damages.Issue: Whether or not partnership which hired Yu had been extinguished and replaced by a new one.Whether or not Yu could assert his rights under his employed contract as against the new partnership if new partnership really exist.Held:Yes, new partnership was formed since the legal effect of the changes in the membership of the partnership was the dissolution of the old partnership and the emergence of a new firm composed by Willy CO and emmanue Zapanta in 1987. The applicable provision is Art. 1828 of the New Civil Code.As to the second issue, since a new firm was formed and the principal owner assumes the position of General manager, Yus position now is already redundant hence his termination is legal however he is entitled for separation pay. As to back wages, no more for termination is legal however unpaid salaries of Yu should be paid by the new firm for their was no liquidation at the dissolution of the partnership. Yu is also entitled fo exemplary damages for the shabby treatment of the new fir to him and attorneys fees.

Recentes V. CFI Zamboanga Gr. 40504, July 29,1983Facts:Conception v. zosa filed a complaint dated Sept. 8, 1970 against Fortunato Recentes, Benjamin de Gracia and Ramona Merced for accounting and payment of money alleged to be due to her as their partner in Zamboanga Ports Terminal and arrastre Service. Zosa also asked the court that Merced will be appointed as receiver for the money or assets of partnership are squandered through mismanagement. However,. Petitioners filed a motion to annul and dissolve the receivership on the grounds that the partnership is no longer in existence for its term already expired in 1967, its term is ten years. But uipon the change of the judge, judge Buissan reinstated the receivership.Issue: Whether or not there was lack of jurisdiction or grave abuse of discretion in the issuance of the questioned orders.Held:No. Obviously, all the questioned orders are intended to wind up the partnership affairs in an orderly manner and to protect the interest of the plaintiff who is the private respondent in this case. The respondent judge not only had jurisdiction to issue the orders, he also acted prudently in the premises.Art. 1829 of the Civil Code provides On dissolution the partnership is terminated, but continues until the winding up of partnership affairs is competent.