Villareal V. Ramirez: Lendferndz Biadno 3:06 AM No Comments

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.
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VILLAREAL 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.
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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, 1995

Facts:
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 Hernandez
Facts:
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, 1993

Facts:
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 29,1983

Facts:
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.

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

Ortega v. CA GR 109248, July 3, 1995

Yu v. NLRC GR. 97212, June 30, 1993

Recentes V. CFI Zamboanga Gr. 40504, July 29,1983

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