Location via proxy:   [ UP ]  
[Report a bug]   [Manage cookies]                
Scribd Logo
Upload

Welcome to Scribd!

  • 707 views

    139 Bonnevie v. Hernandez

    Uploaded by

    Kevin Hernandez
    1. The plaintiffs formed a secret partnership to acquire properties of MERALCO, with negotiations led by the defendant. The defendant was able to purchase the properties using partnership funds. 2. Some partners, including the plaintiffs, later withdrew from the partnership. Upon withdrawing, there was an agreement that the plaintiffs would be reimbursed for their contributions to settle any further claims. 3. Two years later, the plaintiffs sued the defendant, claiming a share of profits from assigning the MERALCO properties to the new corporation. However, the court ruled that no liquidation was needed since the reimbursement agreement settled any claims, and no profits were actually realized by the defendant from the assignment.

    Copyright:

    © All Rights Reserved
    Download as DOCX, PDF, TXT or read online from Scribd

    139 Bonnevie v. Hernandez

    Uploaded by

    Kevin Hernandez
    707 views3 pages
    1. The plaintiffs formed a secret partnership to acquire properties of MERALCO, with negotiations led by the defendant. The defendant was able to purchase the properties using partnership funds. 2. Some partners, including the plaintiffs, later withdrew from the partnership. Upon withdrawing, there was an agreement that the plaintiffs would be reimbursed for their contributions to settle any further claims. 3. Two years later, the plaintiffs sued the defendant, claiming a share of profits from assigning the MERALCO properties to the new corporation. However, the court ruled that no liquidation was needed since the reimbursement agreement settled any claims, and no profits were actually realized by the defendant from the assignment.

    Original Description:

    Agency

    Copyright

    © © All Rights Reserved

    Available Formats

    DOCX, PDF, TXT or read online from Scribd

    Did you find this document useful?

    Is this content inappropriate?

    1. The plaintiffs formed a secret partnership to acquire properties of MERALCO, with negotiations led by the defendant. The defendant was able to purchase the properties using partnership funds. 2. Some partners, including the plaintiffs, later withdrew from the partnership. Upon withdrawing, there was an agreement that the plaintiffs would be reimbursed for their contributions to settle any further claims. 3. Two years later, the plaintiffs sued the defendant, claiming a share of profits from assigning the MERALCO properties to the new corporation. However, the court ruled that no liquidation was needed since the reimbursement agreement settled any claims, and no profits were actually realized by the defendant from the assignment.

    Copyright:

    © All Rights Reserved
    Download as DOCX, PDF, TXT or read online from Scribd
    Download as docx, pdf, or txt
    707 views3 pages

    139 Bonnevie v. Hernandez

    Uploaded by

    Kevin Hernandez
    1. The plaintiffs formed a secret partnership to acquire properties of MERALCO, with negotiations led by the defendant. The defendant was able to purchase the properties using partnership funds. 2. Some partners, including the plaintiffs, later withdrew from the partnership. Upon withdrawing, there was an agreement that the plaintiffs would be reimbursed for their contributions to settle any further claims. 3. Two years later, the plaintiffs sued the defendant, claiming a share of profits from assigning the MERALCO properties to the new corporation. However, the court ruled that no liquidation was needed since the reimbursement agreement settled any claims, and no profits were actually realized by the defendant from the assignment.

    Copyright:

    © All Rights Reserved
    Download as DOCX, PDF, TXT or read online from Scribd
    Download as docx, pdf, or txt
    of 3

    Subject Digester

    Bonnevie v. Hernandez (1954)


    Reyes, J.

    Under what topic: Dissolution & Winding Up – Settling of accounts/application of properties/sharing of


    profits & losses

    Plaintiffs-appellants: Cristobal Bonnevie, et al.

    Defendant-appellee: Jaime Hernandez

    Synopsis: Plaintiffs with other associates formed a secret partnership for the purpose of acquiring properties of
    MERALCO. Negotiations went underway but were fruitless so defendant was taken as partner to negotiate the
    deal. Defendant was able to consummate the deal using the partnership funds and the members proceeded to
    form a corporation. However, before incorporation, some members withdrew. Two years after withdrawal, the
    withdrawing members brought a suit to claim their share in the profits. Court dismissed the complaint. It does
    not appear that plaintiffs have ever asked for liquidation. There was a settlement agreed upon as to what they
    were to receive upon withdrawal.

    Doctrine: Liquidation is not necessary when there is an agreement as to the share of retiring partners. GR is that
    when a partner retires, he is entitled to payment of what may be due to him after liquidation. But no liquidation
    is necessary when there is already a settlement or an agreement as to what the parties shall receive.

    Facts: transaction was made for the partnership so that


     Plaintiffs formed a syndicate or secret partnership the latter assumed control of the business the day
    for the purpose of acquiring the plants, franchises following the sale.
    and other properties of the Manila Electric Co.
    (MERALCO).  Later on, the members of the partnership
    proceeded with the formation of the proposed
     No formal articles were drawn for it was the corporation, apportioning among themselves its
    purpose of the members to incorporate once the shares of stock in proportion to their respective
    deal had been consummated. contributions to the capital of the partnership and
    their individual efforts in bringing about the
     Negotiation for the purchase was commenced, but acquisition of the MERALCO properties.
    as it made no headway, defendant was taken in as
    a member of the partnership so that he could push  But before the incorporation, Judge Jaime Reyes
    the deal through, and to that end he was given the and the plaintiffs, in a meeting, withdrew from the
    necessary power of attorney. partnership for the reason that the business was
    not going well, and, as admitted by both parties,
     Using partnership funds, defendant was able to the partnership was then dissolved. In accordance
    buy the Meralco properties. There was a penalty with the terms of a resolution passed to that effect,
    clause in the deed of sale saying that in case the the withdrawing partners were reimbursed their
    vendee fails to pay the balance of the purchase respective contributions.
    price, the contact shall be annulled and all
    payments made shall be forfeited.  Following the dissolution of the partnership, the
    members who preferred to remain in the business
     Although defendant was the one named as vendee went ahead with the formation of the corporation,
    in the deed of sale, there is no question that the taking in new associates as stockholders.
    Subject Digester

     Defendant, on his part, in fulfillment of his trust, 2. No. Assuming that the assignment actually
    made a formal assignment of the MERALCO brought profit to the partnership, it is hard to see
    properties to the treasurer of the corporation, how defendant could be made to answer for
    giving them a book value of P365,000, in return for plaintiffs' alleged share thereof.
    which the corporation issued, to the various
    subscribers to its capital stock, shares of stock of  In the case at bar, the defendant did not
    the total face value of P225,000 and assumed the receive the consideration for the
    obligation of paying what was still due the assignment for, as already stated, the
    MERALCO on the purchase price. assignment was made in payment for
    subscriptions of various persons to the
     Two years from their withdrawal from the capital stock of the new corporation.
    partnership, when the corporate business was
    already in a prosperous condition, plaintiffs  Plaintiffs, in order to give color of legality
    brought the present suit against Jaime Hernandez, to their claim against defendant, maintain
    claiming a share in the profit the latter is supposed that the latter should be held liable for
    to have made from the assignment of the Meralco damages caused to them, consisting of the
    properties to the corporation, estimated by loss of their share of the profits, due to
    plaintiffs to be P225,000 and their share of it to be defendant's failure properly to perform
    P115,312.50. his duty as a liquidator of the dissolved
    partnership, this on the theory that as
     Defendant's answer denies that he has made any managing partner of the partnership, it
    profit out of the assignment in question and was defendant's duty to liquidate its
    alleges that in any event plaintiffs, after their affairs upon its dissolutions.
    withdrawal from the partnership, ceased to have
    any further interest in the subsequent  However, it does not appear that
    transactions of the remaining members. plaintiffs have ever asked for a
    liquidation, and no liquidation was
    Issues - Holding: called for because when plaintiffs
    1. WON the partnership had realized profits out of withdrew from the partnership the
    the MERALCO properties. – NO understanding was that after they had
    been reimbursed their investment,
    2. If there was indeed a profit, WON the plaintiffs they were no longer to have any further
    are entitled for their share out of such profit. – interest in the partnership or its assets
    NO and liabilities.

    Ratio:  As a general rule, when a partner


    1. No. the profit alleged to have been realized from retires from the firm, he is entitled to
    the assignment of the MERALCO properties to the the payment of what may be due him
    new corporation, the Bicol Electric Company, is after a liquidation. But certainly no
    more apparent than real. It is true that the value liquidation is necessary where there is
    set for those properties in the deed of assignment already a settlement or an agreement
    was P365,000 when the acquisition price was only as to what the retiring partner shall
    P122,000. But one should not jump to the receive.
    conclusion that a profit, consisting of the
    difference between the two sums was really made  In the instant case, it appears that a
    out of the transaction, for the assignment was not settlement was agreed upon on the very
    made for cash but in payment for subscriptions to day the partnership was dissolved. For
    shares of stock in the assignee, and while those when plaintiffs and Judge Jaime Reyes
    shares had a total face value of P225,000, this is withdrew from the partnership on that
    not necessarily their real worth. day they did so as agreed to by all the
    Subject Digester

    partners, subject to the only condition that investment in the instant case was
    they were to be repaid their contributions understood and intended by all the parties
    or investments within three days from as a final settlement of whatever rights or
    said date. And this condition was fulfilled claim the withdrawing partners might
    when on the following day they were have in the dissolved partnership. Such
    reimbursed the respective amounts due being the case they are now precluded
    them pursuant to the agreement. from claiming any share in the alleged
    profits, should there be any, at the time of
    the dissolution.
     The acceptance by the withdrawing
    partners, including the plaintiffs, of their

    You might also like