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    Ortega vs. CA

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    Kristine Hipolito Serrano
    This case involves the dissolution of a law partnership between Joaquin Misa and other partners. Misa sent letters to the partners stating his withdrawal and retirement from the firm. He requested a meeting to discuss liquidation of his participation in the firm and his interest in the building where the firm was located. Misa filed a petition for formal dissolution and liquidation, which the partners opposed. The court ruled that the withdrawal of a partner dissolves the partnership regardless of good or bad faith as long as it was not done to intentionally harm the partnership. It found that Misa's withdrawal was not in bad faith.

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    Ortega vs. CA

    Uploaded by

    Kristine Hipolito Serrano
    97 views2 pages
    This case involves the dissolution of a law partnership between Joaquin Misa and other partners. Misa sent letters to the partners stating his withdrawal and retirement from the firm. He requested a meeting to discuss liquidation of his participation in the firm and his interest in the building where the firm was located. Misa filed a petition for formal dissolution and liquidation, which the partners opposed. The court ruled that the withdrawal of a partner dissolves the partnership regardless of good or bad faith as long as it was not done to intentionally harm the partnership. It found that Misa's withdrawal was not in bad faith.

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    This case involves the dissolution of a law partnership between Joaquin Misa and other partners. Misa sent letters to the partners stating his withdrawal and retirement from the firm. He requested a meeting to discuss liquidation of his participation in the firm and his interest in the building where the firm was located. Misa filed a petition for formal dissolution and liquidation, which the partners opposed. The court ruled that the withdrawal of a partner dissolves the partnership regardless of good or bad faith as long as it was not done to intentionally harm the partnership. It found that Misa's withdrawal was not in bad faith.

    Copyright:

    © All Rights Reserved
    Download as DOCX, PDF, TXT or read online from Scribd
    Download as docx, pdf, or txt
    97 views2 pages

    Ortega vs. CA

    Uploaded by

    Kristine Hipolito Serrano
    This case involves the dissolution of a law partnership between Joaquin Misa and other partners. Misa sent letters to the partners stating his withdrawal and retirement from the firm. He requested a meeting to discuss liquidation of his participation in the firm and his interest in the building where the firm was located. Misa filed a petition for formal dissolution and liquidation, which the partners opposed. The court ruled that the withdrawal of a partner dissolves the partnership regardless of good or bad faith as long as it was not done to intentionally harm the partnership. It found that Misa's withdrawal was not in bad faith.

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    © All Rights Reserved
    Download as DOCX, PDF, TXT or read online from Scribd
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    of 2

    GREGORIO F. ORTEGA, TOMAS O. DEL CASTILLO, JR., and BENJAMIN T.

    BACORRO vs. HON. COURT OF APPEALS, SECURITIES AND EXCHANGE


    COMMISSION and JOAQUIN L. MISA

    The dissolution of a partnership is the change in the relation of the parties caused by any partner
    ceasing to be associated in the carrying on, as might be distinguished from the winding up of, the
    business. Upon its dissolution, the partnership continues and its legal personality is retained
    until the complete winding up of its business culminating in its termination.

    FACTS:
    The law firm of ROSS, LAWRENCE, SELPH and CARRASCOSO was registered in the
    Mercantile Registry and reconstituted with the SEC. The firm underwent several amendments to
    the articles of partnership to change the firm name until it finally decided to settle with BITO,
    MISA & LOZADA. Joaquin L. Misa, Jesus B. Bito and Mariano M. Lozada associated themselves
    together, as senior partners, with respondents-appellees Gregorio F. Ortega, Tomas O. del Castillo,
    Jr., and Benjamin Bacorro, as junior partners. Misa wrote the respondents-appellees a letter stating
    his withdrawal and retirement from the firm. He also stated that the accountants should be
    instructed to make proper liquidation of his participation in the firm. On the same day, he sent
    another letter stating that he would like to have a meeting regarding the mechanics of liquidation,
    and his interest in the two floors of the building where the firm is situated. Misa filed a petition to
    the Commision's Securities Investigation and Clearing Department for the formal dissolution and
    liquidation of the partnership. However, respondents-appellees filed their opposition to the
    petition. The hearing officer rendered a decision that the withdrawal of the Misa has not dissolved
    the partnership. On appeal, the SEC en banc reversed the decision and was affirmed by the Court
    of Appeals. Hence, this petition.

    ISSUES:
    1. Whether or not the withdrawal of Misa dissolved the partnership regardless of his good or bad
    faith. (YES)
    2. Whether or not the Court of Appeals has erred in holding that private respondentÊs demand
    for the dissolution of the partnership so that he can get a physical partition of partnership was
    not made in bad faith (YES)

    RULING:

    1. YES. Any one of the partners may, at his sole pleasure, dictate a dissolution of the partnership
    at will. However, such partner must 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.
    Among partners, mutual agency arises and the doctrine of delectus personae allows them to
    have the power, although not necessarily the right, to dissolve the partnership. An unjustified
    dissolution by the partner can subject him to a possible action for damages. The dissolution of
    a partnership is the change in the relation of the parties caused by any partner ceasing to be
    associated in the carrying on, as might be distinguished from the winding up of, the business.
    Upon its dissolution, the partnership continues and its legal personality is retained until the
    complete winding up of its business culminating in its termination. The liquidation of the
    assets of the partnership following its dissolution is governed by various provisions of the
    Civil Code; however, an agreement of the partners, like any other contract, is binding among
    them and normally takes precedence to the extent applicable over the Code’s general
    provisions.

    2. YES. As long as the reason for withdrawal of a partner is not contrary to the dictates of justice
    and fairness, nor for the purpose of unduly visiting harm and damage upon the partnership, bad
    faith cannot be said to characterize the act. Bad faith, in the context of the case, is no different
    from its normal concept of a conscious and intentional design to do a wrongful act for a dishonest
    purpose or moral obliquity.

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