Ñasque Filed A Complaint For Payment of Sum of Money and Damages Against Respondents
Ñasque Filed A Complaint For Payment of Sum of Money and Damages Against Respondents
Ñasque Filed A Complaint For Payment of Sum of Money and Damages Against Respondents
When the petitioner amended his complaint, it ANTONIO C. GOQUIOLAY and THE
was only for the purpose of impleading Ramon PARTNERSHIP "TAN SIN AN and
Pons in his personal capacity. Although the ANTONIO C. GOQUIOLAY,
petitioner made allegations as to the alleged vs.
malversations of Galan, these were the same WASHINGTON Z. SYCIP
allegations in his original complaint. The
malversation by one partner was not an issue FACTS: Tan Sin An and Goquiolay", entered into
actually raised in the amended complaint but the a general commercial partnership for the purpose
alleged connivance of Pons with Galan as a in dealing in real state. The agreement lodge upon
means to serve the latter's personal purposes. Tan Sin An the sole management of the
partnership affairs, stipulating that —
While it is true that under Article 1816 of the
Civil Code,"All partners, including industrial IV. The affairs of co-partnership shall be
ones, shall be liable prorate with all their property managed exclusively by the managing and
and after all the partnership assets have been partner
exhausted, for the contracts which may be entered
into the name and fm the account cd the In the event of the death of any of the partners at
partnership, under its signature and by a person any time before the expiration of said term, the
authorized to act for the partner-ship. ...". this co-partnership shall not be dissolved but will
provision should be construed together with have to be continued and the deceased partner
shall be represented by his heirs or assigns in said
co-partnership. In its order of the probate court annulled the sale
executed by the administratrix.
Goquiolay executed a general power of attorney
to this effect: The amended complaint in the case at bar prays,
That besides the powers and duties granted it also among other things, for the annulment of the sale
has the power, to buy real or personal properties in favor of Sycip and Betty Lee, and their
for cash or upon such terms as he may deem subsequent conveyance in favor of Insular
advisable, and to sell personal or real properties. Development Co., Inc., in so far as the three (3)
lots owned by the plaintiff partnership are
Partnership "Tan Sin An and Goquiolay" concerned. The answer averred the validity of the
purchased the three (3) parcels of land, another 46 sale by Kong Chai Pin as successor partner, in
parcels were purchased by Tan Sin An in his lieu of the late Tan Sin An. After hearing, the
individual capacity, and he assumed payment of complaint was dismissed by the lower court
a mortgage debt thereon. An instrument executed
by the partnership and Tan Sin An, whereby the Plaintiffs stated errors of the lower court:
entire 49 lots were mortgaged in favor of the
"Banco Hipotecario de Filipinas" The I — The lower court erred in holding that
downpayment and the amortization were Kong Chai Pin became the managing partner
advanced by Yutivo and Co., for the account of of the partnership upon the death of her
the purchasers. husband, Tan Sin An, by virtue of the articles of
Partnership executed between Tan Sin An and
Tan Sin An died, leaving as surviving heirs his Antonio Goquiolay, and the general power of
widow, Kong Chai Pin, and four minor children attorney granted by Antonio Goquiolay.
In the meantime, repeated demands for payment II — The lower court erred in holding that
were made by the Banco Hipotecario on the Kong Chai Pin could act alone as sole managing
partnership and on Tan Sin An partner in view of the minority of the other heirs.
Yutivo Sons Hardware Co. and Sing Yee and However court said Articles of co-partnership
Cuan Co., Inc. filed their claims in the intestate providing for the continuation of the firm
proceedings of Tan Sin An for payment, as notwithstanding the death of one of the partners,
alleged obligations of the partnership "Tan Sin the heirs of the deceased, by never repudiating or
An and Goquiolay" and Tan Sin An, for refusing to be bound under the said provision in
advances, interest and taxes paid in amortizing the articles, became individual partners with
and discharging their obligations to "La Urbana" Antonio Goquiolay upon Tan's demise. Minority
and the "Banco Hipotecario" of the heirs is not a bar to the application of that
clause in the articles of co-partnership
Kong Chai Pin(Administratrix) filed a petition
with the probate court for authority to sell all the Appellants argue, however, that since the "new"
49 parcels of land to Sycip for the purpose members' liability in the partnership was limited
preliminary of settling the aforesaid debts of Tan merely to the value of the share or estate left by
Sin An and the partnership. Granted, Sycip and the deceased Tan Sin An, they became no more
Betty Lee executed in favor of the Insular than limited partners and, as such, were
Development Co., Inc. a deed of transfer covering disqualified from the management of the
the said 49 parcels of land. business.Although ordinarily, this effect follows
from the continuance of the heirs in the
Learning about the sale to Sycip and Lee, the partnership,3 it was not so with respect to the
surviving partner Goquiolay filed a petition in the widow Kong Chai Pin, who, by her affirmative
intestate proceedings seeking to set aside the actions, manifested her intent to be bound by the
order of the probate court approving the sale.
partnership agreement not only as a limited but as the power to alienate, citing Article 1713 of the
a general partner. Thus, she managed and retained Civil Code of 1889. What this argument
possession of the partnership properties and was overlooks is that the widow was not a mere agent,
admittedly deriving income therefrom up to and because she had become a partner upon her
until the same were sold to Washington Sycip and husband's death, as expressly provided by the
Betty Lee. In fact, by executing the deed of sale articles of co-partnership. Even more, granting
of the parcels of land in dispute in the name of the that by succession to her husband, Tan Sin An,
partnership, she was acting no less than as a the widow only a became
managing partner. Having thus preferred to act as the limited partner, Goquiolay's authorization to
such, she could be held liable for the partnership manage the partnership property was proof that
debts and liabilities as a general partner, beyond he considered and recognized her has general
what she might have derived only from the estate partner, at least since 1945. The reason is plain:
of her deceased husband. By allowing her to Under the law (Article 148, last paragraph, Code
retain control of the firm's property from 1942 to of Commerce), appellant could not empower the
1949, plaintiff estopped himself to deny her legal widow, if she were only a limited partner, to
representation of the partnership, with the power administer the properties of the firm, even as a
to bind it by the proper contracts. mere agent:
ISSUE: WON Kong Chai Pin, widow of the Limited partners may not perform any act
deceased partner Tan Sin An, never became more of administration with respect to the
than a limited partner, incapacitated by law to interests of the co-partnership, not even
manage the affairs of the partnership. in the capacity agents of the managing
partners.(Emphasis supplied)
RULING:
By seeking authority to manage partnership
No, Suffice it to point out that appellant property, Tan Sin An's widow showed that she
Goquiolay himself admitted that — desired to be considered a general partner. By
authorizing the widow to manage partnership
Mr. Yu Eng Lai asked me if I can just let Mrs. property (which a limited partner could not be
Kong Chai Pin continue to manage the properties authorized to do), Goquiolay recognized her as
(as) she had no other means of income. Then I such partner, and is now in estoppel to deny her
said, because I wanted to help Mrs. Kong Chai position as a general partner, with authority to
Pin, she could just do it and besides I am not administer and alienate partnership property.
interested in agricultural lands. I allowed her to
take care of the properties in order to help her and Besides, as we pointed out in our main decision,
because I believe in God and I wanted to help her. the heir ordinarily (and we did not
say "necessarily") becomes a limited partner for
Goquiolay did not merely rely on reports from his own protection, because he would normally
Lim and Young; he actually manifested his prefer to avoid any liability in excess of the value
willingness that the widow should manage the of the estate inherited so as not to jeopardize his
partnership properties. Whether or not she personal assets. But this statutory limitation of
complied with this authority is a question responsibility being designed to protect the heir,
between her and the appellant, and is not here the latter may disregard it and instead elect to
involved. But the authority was given, and she did become a collective or general partner, with all
have it when she made the questioned sale, the rights and privileges of one, and answering for
because it has never revoked. the debts of the firm not only with the inheritance
bud also with the heir's personal fortune. This
It is argued that the authority given by Goquiolay choice pertains exclusively to the heir, and does
to the widow Kong Chai Pin was only not require the assent of the surviving partner.
to manage the property, and that it did not include
The Articles did not provide that the heirs of the had, or was given, authority to manage and deal
deceased would be merely limited partner; on the with the firm's properties, apart from the
contrary they expressly stipulated that in case of presumption that a general partner dealing with
death of either partner "the co-partnership ... will partnership property has the requisite authority
have to be continued" with the heirs or assigns. It from his co-partners
certainly could not be continued if it were to be
converted from a general partnership into a
limited partnership, since the difference between MANUEL G. SINGSONG
the two kinds of associations is fundamental; and vs.
specially because the conversion into a limited ISABELA SAWMILL
association would leave the heirs of the deceased
partner without a share in the management. FACTS:
Now, in determining what kind of partner the Defendants Leon Garibay, Margarita G.
widow of partner Tan Sin An had elected to Saldejeno, and Timoteo Tubungbanua entered
become, strangers had to be guided by her into a Contract of Partnership under the firm
conduct and actuations and those of appellant name "Isabela Sawmill"
Goquiolay. Knowing that by law a limited partner
is barred from managing the partnership business Plaintiff Oppen, Esteban, Inc. sold a Motor Truck
or property, third parties (like the purchasers) and two Tractors to the partnership Isabela
who found the widow possessing and managing Sawmill. In order to pay the said purcahse price,
the firm property with the acquiescense (or at the said partnership agreed to make arrangements
least without apparent opposition) of the with the International Harvester Company at
surviving partners were perfectly justified in Bacolod City so that the latter would sell farm
assuming that she had become a general partner, machinery to Oppen, Esteban, Inc. with the
and, therefore, in negotiating with her as such a understanding that the price was to be paid by the
partner, having authority to act for, and in behalf partnership.
of, the firm. This belief, be it noted, was shared
even by the probate court that approved the sale defendants LeonGaribay, Timoteo Tubungbanua
by the widow of the real property standing in the and Margarita G. Saldajeno entered into a
partnership name. That belief was fostered by the "Memorandum Agreement"
very inaction of appellant Goquiolay. Note that which later on executed a document entitled
for seven long years, from partner Tan Sin An's "Assignment of Rights with Chattel Mortgage"
death in 1942 to the sale in 1949, there was more
than ample time for Goquiolay to take up the thereafter the defendants Leon Garibay and
management of these properties, or at least Timoteo Tubungbanua did not divide the assets
ascertain how its affairs stood. For seven years and properties of the "Isabela Sawmill" between
Goquiolay could have asserted his alleged rights, them, but they continued the business of said
and by suitable notice in the commercial registry partnership under the same firm name "Isabela
could have warned strangers that they must deal Sawmill".
with him alone, as sole general partner. But he did
nothing of the sort, because he was not interested Provincial Sheriff of Negros Occidental
(supra), and he did not even take steps to pay, or published two (2) notices that he would sell at
settle, the firm debts that were overdue since public auction on June 5, 1959 at Isabela, Negros
before the outbreak of the last war. He did not Occidental certain trucks, tractors, machinery,
even take steps, after Tan Sin An died, to cancel, office equipment and other things that were
or modify, the provisions of the partnership involved in the case
articles that he (Goquiolay) would have no
intervention in the management of the Provincial Sheriff of Negros Occidental executed
partnership. This laches certainly contributed to a Certificate ofSale in favor of the defendant
confirm the view that the widow of Tan Sin An Margarita G. Saldajeno, as a result of the sale.
Defendant Margarita G. Saldajeno executed a of pecuniary estimation and falls under the
deed of sale in favor of the Pan Oriental Lumber jurisdiction of the Court of First Instnace. Where
Company transfering to the latter for the sum of the basic issue is something more than the right to
P45,000.00 the trucks, tractors, machinery, and recover a sum of money and where the money
other things that she had purchashed at a public claim is purely incidental to or a consequence of
auction the principal relief sought, the action is as a case
where the subject of the litigation is not capable
Petitioners therefore filed a complaint for of pecuniary estimation and is cognizable
payment and that the so-called Chattel Mortgage exclusively by the Court of First Instance.
executed by the defendant Leon Garibay and
Timoteo Tubungbanua in favor of the defendant 2.) NO, it is true that the dissolution of a
Margarita G. Saldajeno onbe declared null and partnership is caused by any partner ceasing to be
void being in fraud of creditors of the defendant associated in the carrying on of the
partnership business. 18 However, on dissolution, the
partnershop is not terminated but continuous until
But as a defense the appellants states that this the winding up to the business. 19
Honorable Court has no jurisdiction over the
claims of the plaintiffs Oppen, Esteban, Inc., The remaining partners did not terminate the
Agustin R. Tonsay, Jose L. Espinos, and the business of the partnership "Isabela Sawmill".
Bacolod Southern Lumber Yard, it appearing that Instead of winding up the business of the
the amounts sought to be recovered by them in partnership, they continued the business still in
this action is less than P2,000.00 each, exclusive the name of said partnership. It is expressly
of interests; stipulated in the memorandum-agreement that the
remaining partners had constituted themselves as
the partnership entity, the "Isabela Sawmill". 20
ISSUE: (1)WON the CFI of Negros Occidental
has no jurisdiction over the Case because the There was no liquidation of the assets of the
plaintiffs sought to collect sums of money, the partnership. The remaining partners, Leon
biggest amount of which was less than P2,000.00 Garibay and Timoteo Tubungbanua, continued
and, therefore, within the jurisdiction of the doing the business of the partnership in the name
municipal court. of "Isabela Sawmill". They used the properties of
said partnership.
(2) WON the withdrawal of Margarita G.
Saldajeno lead to the termination of the The properties mortgaged to Margarita G.
partnership and the creditors can no longer Saldajeno by the remaining partners, Leon
demand payment. Garibay and Timoteo Tubungbanua, belonged to
the partnership "Isabela Sawmill." The appellant,
Margarita G. Saldajeno, was correctly held liable
(3) WON chattel mortgage may no longer be by the trial court because she purchased at public
annulled because it had been judicially approved auction the properties of the partnership which
by the Court of First Instance of Negros were mortgaged to her.
Occidental and said chattel mortgage had been
ordered foreclosed by the same court.
It does not appear that the withdrawal of
Margarita G. Saldajeno from the partnership was
RULING:
published in the newspapers. The appellees and
1.)NO, contention is devoid of merit because all
the public in general had a right to expect that
the plaintiffs also asked for the nullity of the
whatever, credit they extended to Leon Garibay
assignment of right with chattel mortgage entered
and Timoteo Tubungbanua doing the business in
into by and between Margarita G. Saldajeno and
the name of the partnership "Isabela Sawmill"
her former partners Leon Garibay and Timoteo
could be enforced against the proeprties of said
Tubungbanua. This cause of action is not capable
partnership. The judicial foreclosure of the chattel show detriment which would positively result to
mortgage executed in favor of Margarita G. him from the contract in which he has no
Saldajeno did not relieve her from liability to the intervention. 21
creditors of the partnership.
The plaintiffs-appellees were prejudiced in their
The appellant, margrita G. Saldajeno, cannot rights by the execution of the chattel mortgage
complain. She is partly to blame for not insisting over the properties of the partnership "Isabela
on the liquidaiton of the assets of the partnership. Sawmill" in favopr of Margarita G. Saldajeno by
She even agreed to let Leon Garibay and Timoteo the remaining partners, Leon Garibay and
Tubungbanua continue doing the business of the Timoteo Tubungbanua. Hence, said appelees
partnership "Isabela Sawmill" by entering into the have a right to file the action to nullify the chattel
memorandum-agreement with them. mortgage in question.