Republic of the Philippines Resolution of September 2, 1976, both Petitions were ordered

SUPREME COURT consolidated.

Manila
Petitioners base their petitions on the following arguments:
EN BANC
1. Under the law, a partnership is not prohibited from
July 30, 1979 continuing its business under a firm name which includes the
name of a deceased partner; in fact, Article 1840 of the Civil
PETITION FOR AUTHORITY TO CONTINUE USE OF THE Code explicitly sanctions the practice when it provides in the
FIRM NAME "SYCIP, SALAZAR, FELICIANO, HERNANDEZ last paragraph that:  têñ.£îhqwâ£

& CASTILLO." LUCIANO E. SALAZAR, FLORENTINO P.

FELICIANO, BENILDO G. HERNANDEZ. GREGORIO R. The use by the person or partnership
CASTILLO. ALBERTO P. SAN JUAN, JUAN C. REYES. JR., continuing the business of the partnership
ANDRES G. GATMAITAN, JUSTINO H. CACANINDIN, name, or the name of a deceased partner as
NOEL A. LAMAN, ETHELWOLDO E. FERNANDEZ, part thereof, shall not of itself make the
ANGELITO C. IMPERIO, EDUARDO R. CENIZA, TRISTAN individual property of the deceased partner
A. CATINDIG, ANCHETA K. TAN, and ALICE V. liable for any debts contracted by such person
PESIGAN, petitioners. or partnership.  1

IN THE MATTER OF THE PETITION FOR AUTHORITY TO 2. In regulating other professions, such as accountancy and
CONTINUE USE OF THE FIRM NAME "OZAETA, ROMULO, engineering, the legislature has authorized the adoption of firm
DE LEON, MABANTA & REYES." RICARDO J. ROMULO, names without any restriction as to the use, in such firm name,
BENJAMIN M. DE LEON, ROMAN MABANTA, JR., JOSE of the name of a deceased partner;   the legislative
2

MA, REYES, JESUS S. J. SAYOC, EDUARDO DE LOS authorization given to those engaged in the practice of
ANGELES, and JOSE F. BUENAVENTURA, petitioners. accountancy — a profession requiring the same degree of trust
and confidence in respect of clients as that implicit in the
RESOLUTION relationship of attorney and client — to acquire and use a trade
name, strongly indicates that there is no fundamental policy
MELENCIO-HERRERA, J.: that is offended by the continued use by a firm of professionals
of a firm name which includes the name of a deceased partner,
ñé+.£ªwph!1

at least where such firm name has acquired the characteristics

Two separate Petitions were filed before this Court 1) by the
of a "trade name." 3

surviving partners of Atty. Alexander Sycip, who died on May

5, 1975, and 2) by the surviving partners of Atty. Herminio
Ozaeta, who died on February 14, 1976, praying that they be 3. The Canons of Professional Ethics are not transgressed by
allowed to continue using, in the names of their firms, the the continued use of the name of a deceased partner in the
names of partners who had passed away. In the Court's firm name of a law partnership because Canon 33 of the
Canons of Professional Ethics adopted by the American Bar The same issue was raised before this Court in 1958 as an
Association declares that:  têñ.£îhqw⣠incident in G. R. No. L-11964, entitled Register of Deeds of
Manila vs. China Banking Corporation. The law firm of Perkins
... The continued use of the name of a & Ponce Enrile moved to intervene as amicus curiae. Before
deceased or former partner when permissible acting thereon, the Court, in a Resolution of April 15, 1957,
by local custom, is not unethical but care stated that it "would like to be informed why the name of
should be taken that no imposition or deception Perkins is still being used although Atty. E. A. Perkins is
is practiced through this use. ...  4 already dead." In a Manifestation dated May 21, 1957, the law
firm of Perkins and Ponce Enrile, raising substantially the
4. There is no possibility of imposition or deception because same arguments as those now being raised by petitioners,
the deaths of their respective deceased partners were well- prayed that the continued use of the firm name "Perkins &
publicized in all newspapers of general circulation for several Ponce Enrile" be held proper.
days; the stationeries now being used by them carry new
letterheads indicating the years when their respective On June 16, 1958, this Court resolved: têñ.£îhqwâ£

deceased partners were connected with the firm; petitioners

will notify all leading national and international law directories After carefully considering the reasons given by
of the fact of their respective deceased partners' deaths.  5
Attorneys Alfonso Ponce Enrile and Associates
for their continued use of the name of the
5. No local custom prohibits the continued use of a deceased deceased E. G. Perkins, the Court found no
partner's name in a professional firm's name;   there is no
6 reason to depart from the policy it adopted in
custom or usage in the Philippines, or at least in the Greater June 1953 when it required Attorneys Alfred P.
Manila Area, which recognizes that the name of a law firm Deen and Eddy A. Deen of Cebu City to desist
necessarily Identifies the individual members of the firm.  7 from including in their firm designation, the
name of C. D. Johnston, deceased. The Court
6. The continued use of a deceased partner's name in the firm believes that, in view of the personal and
name of law partnerships has been consistently allowed by confidential nature of the relations between
U.S. Courts and is an accepted practice in the legal profession attorney and client, and the high standards
of most countries in the world. 8 demanded in the canons of professional ethics,
no practice should be allowed which even in a
remote degree could give rise to the possibility
The question involved in these Petitions first came under
of deception. Said attorneys are accordingly
consideration by this Court in 1953 when a law firm in Cebu
advised to drop the name "PERKINS" from
(the Deen case) continued its practice of including in its firm
their firm name.
name that of a deceased partner, C.D. Johnston. The matter
was resolved with this Court advising the firm to desist from
including in their firm designation the name of C. D. Johnston, Petitioners herein now seek a re-examination of the policy thus
who has long been dead." far enunciated by the Court.
The Court finds no sufficient reason to depart from the rulings Prescinding the law, there could be practical objections to
thus laid down. allowing the use by law firms of the names of deceased
partners. The public relations value of the use of an old firm
A. Inasmuch as "Sycip, Salazar, Feliciano, Hernandez and name can tend to create undue advantages and
Castillo" and "Ozaeta, Romulo, De Leon, Mabanta and Reyes" disadvantages in the practice of the profession. An able lawyer
are partnerships, the use in their partnership names of the without connections will have to make a name for himself
names of deceased partners will run counter to Article 1815 of starting from scratch. Another able lawyer, who can join an old
the Civil Code which provides: têñ.£îhqwâ£
firm, can initially ride on that old firm's reputation established
by deceased partners.
Art. 1815. Every partnership shall operate
under a firm name, which may or may not B. In regards to the last paragraph of Article 1840 of the Civil
include the name of one or more of the Code cited by petitioners, supra, the first factor to consider is
partners. that it is within Chapter 3 of Title IX of the Code entitled
"Dissolution and Winding Up." The Article primarily deals with
Those who, not being members of the the exemption from liability in cases of a dissolved partnership,
partnership, include their names in the firm of the individual property of the deceased partner for debts
name, shall be subject to the liability, of a contracted by the person or partnership which continues
partner. the business using the partnership name or the name of the
deceased partner as part thereof. What the law contemplates
therein is a hold-over situation preparatory to formal
It is clearly tacit in the above provision that names in a firm
reorganization.
name of a partnership must either be those of living partners
and. in the case of non-partners, should be living persons who
can be subjected to liability. In fact, Article 1825 of the Civil Secondly, Article 1840 treats more of a commercial partnership
Code prohibits a third person from including his name in the with a good will to protect rather than of
firm name under pain of assuming the liability of a partner. The a professional partnership, with no saleable good will but
heirs of a deceased partner in a law firm cannot be held liable whose reputation depends on the personal qualifications of its
as the old members to the creditors of a firm particularly where individual members. Thus, it has been held that a saleable
they are non-lawyers. Thus, Canon 34 of the Canons of goodwill can exist only in a commercial partnership and cannot
Professional Ethics "prohibits an agreement for the payment to arise in a professional partnership consisting of lawyers. 9
têñ.£îhqwâ£

the widow and heirs of a deceased lawyer of a percentage,

either gross or net, of the fees received from the future As a general rule, upon the dissolution of
business of the deceased lawyer's clients, both because the a commercial partnership the succeeding
recipients of such division are not lawyers and because such partners or parties have the right to carry on
payments will not represent service or responsibility on the part the business under the old name, in the
of the recipient. " Accordingly, neither the widow nor the heirs absence of a stipulation forbidding it, (s)ince
can be held liable for transactions entered into after the death the name of a commercial partnership is a
of their lawyer-predecessor. There being no benefits accruing, partnership asset inseparable from the good
there ran be no corresponding liability.
 will of the firm. ... (60 Am Jur 2d, s 204, p. 115) Dean Pound, in his recently published
(Emphasis supplied) contribution to the Survey of the Legal
Profession, (The Lawyer from Antiquity to
On the other hand,  têñ.£îhqwâ£
Modern Times, p. 5) defines a profession as "a
group of men pursuing a learned art as a
... a professional partnership the reputation of common calling in the spirit of public service, —
which depends or; the individual skill of the no less a public service because it may
members, such as partnerships of attorneys or incidentally be a means of livelihood."
physicians, has no good win to be distributed
as a firm asset on its dissolution, however xxx xxx xxx
intrinsically valuable such skill and reputation
may be, especially where there is no provision Primary characteristics which distinguish the
in the partnership agreement relating to good legal profession from business are:
will as an asset. ... (ibid, s 203, p. 115)
(Emphasis supplied) 1. A duty of public service, of which the
emolument is a byproduct, and in which one
C. A partnership for the practice of law cannot be likened to may attain the highest eminence without
partnerships formed by other professionals or for business. For making much money.
one thing, the law on accountancy specifically allows the use
of a trade name in connection with the practice of 2. A relation as an "officer of court" to the
accountancy.  
10
têñ.£îhqwâ£
administration of justice involving thorough
sincerity, integrity, and reliability.
A partnership for the practice of law is not a
legal entity. It is a mere relationship or 3. A relation to clients in the highest degree
association for a particular purpose. ... It is not fiduciary.
a partnership formed for the purpose of
carrying on trade or business or of holding 4. A relation to colleagues at the bar
property."   Thus, it has been stated that "the
11
characterized by candor, fairness, and
use of a nom de plume, assumed or trade unwillingness to resort to current business
name in law practice is improper.  12
methods of advertising and encroachment on
their practice, or dealing directly with their
The usual reason given for different standards clients. 
13

of conduct being applicable to the practice of

law from those pertaining to business is that "The right to practice law is not a natural or constitutional right
the law is a profession. but is in the nature of a privilege or franchise.   It is limited to
14

persons of good moral character with special qualifications

duly ascertained and certified.   The right does not only
15
presuppose in its possessor integrity, legal standing and one. (H.S. Drinker, op. cit., supra, at pp.
attainment, but also the exercise of a special privilege, highly 207208) (Emphasis supplied).
personal and partaking of the nature of a public trust." 16

The possibility of deception upon the public, real or

D. Petitioners cited Canon 33 of the Canons of Professional consequential, where the name of a deceased partner
Ethics of the American Bar Association" in support of their continues to be used cannot be ruled out. A person in search
petitions. of legal counsel might be guided by the familiar ring of a
distinguished name appearing in a firm title.
It is true that Canon 33 does not consider as unethical the
continued use of the name of a deceased or former partner in E. Petitioners argue that U.S. Courts have consistently allowed
the firm name of a law partnership when such a practice the continued use of a deceased partner's name in the firm
is permissible by local custom but the Canon warns that care name of law partnerships. But that is so because it is
should be taken that no imposition or deception is practiced sanctioned by custom.
through this use.
In the case of Mendelsohn v. Equitable Life Assurance
It must be conceded that in the Philippines, no local Society (33 N.Y.S. 2d 733) which petitioners Salazar, et al.
custom permits or allows the continued use of a deceased or quoted in their memorandum, the New York Supreme Court
former partner's name in the firm names of law partnerships. sustained the use of the firm name Alexander & Green even if
Firm names, under our custom, Identify the more active and/or none of the present ten partners of the firm bears either
more senior members or partners of the law firm. A glimpse at name because the practice was sanctioned by custom and did
the history of the firms of petitioners and of other law firms in not offend any statutory provision or legislative policy and was
this country would show how their firm names have evolved adopted by agreement of the parties. The Court stated
and changed from time to time as the composition of the therein: 
têñ.£îhqwâ£

partnership changed.  têñ.£îhqwâ£

The practice sought to be proscribed has the

The continued use of a firm name after the sanction of custom and offends no statutory
death of one or more of the partners provision or legislative policy. Canon 33 of the
designated by it is proper only where sustained Canons of Professional Ethics of both the
by local custom and not where by custom this American Bar Association and the New York
purports to Identify the active members. ... State Bar Association provides in part as
follows: "The continued use of the name of a
There would seem to be a question, under the deceased or former partner, when permissible
working of the Canon, as to the propriety of by local custom is not unethical, but care
adding the name of a new partner and at the should be taken that no imposition or deception
same time retaining that of a deceased is practiced through this use." There is no
partner who was never a partner with the new question as to local custom. Many firms in the
city use the names of deceased members with
the approval of other attorneys, bar
 associations and the courts. The Appellate clearly ordains that a partnership is dissolved by the death of
Division of the First Department has considered any partner.   Custom which are contrary to law, public order
23

the matter and reached The conclusion that or public policy shall not be countenanced.  24

such practice should not be prohibited.

(Emphasis supplied) The practice of law is intimately and peculiarly related to the
administration of justice and should not be considered like an
xxx xxx xxx ordinary "money-making trade."  têñ.£îhqwâ£

Neither the Partnership Law nor the Penal Law ... It is of the essence of a profession that it is
prohibits the practice in question. The use of practiced in a spirit of public service. A trade ...
the firm name herein is also sustainable by aims primarily at personal gain; a profession at
reason of agreement between the partners.  18
the exercise of powers beneficial to mankind.
If, as in the era of wide free opportunity, we
Not so in this jurisdiction where there is no local custom that think of free competitive self assertion as the
sanctions the practice. Custom has been defined as a rule of highest good, lawyer and grocer and farmer
conduct formed by repetition of acts, uniformly observed may seem to be freely competing with their
(practiced) as a social rule, legally binding and fellows in their calling in order each to acquire
obligatory.   Courts take no judicial notice of custom. A custom
19 as much of the world's good as he may within
must be proved as a fact, according to the rules of the allowed him by law. But the member of a
evidence.   A local custom as a source of right cannot be
20 profession does not regard himself as in
considered by a court of justice unless such custom is properly competition with his professional brethren. He
established by competent evidence like any other fact.   We
21 is not bartering his services as is the artisan
find such proof of the existence of a local custom, and of the nor exchanging the products of his skill and
elements requisite to constitute the same, wanting herein. learning as the farmer sells wheat or corn.
Merely because something is done as a matter of practice There should be no such thing as a lawyers' or
does not mean that Courts can rely on the same for purposes physicians' strike. The best service of the
of adjudication as a juridical custom. Juridical custom must be professional man is often rendered for no
differentiated from social custom. The former can supplement equivalent or for a trifling equivalent and it is
statutory law or be applied in the absence of such statute. Not his pride to do what he does in a way worthy of
so with the latter. his profession even if done with no expectation
of reward, This spirit of public service in which
Moreover, judicial decisions applying or interpreting the laws the profession of law is and ought to be
form part of the legal system.   When the Supreme Court in
22 exercised is a prerequisite of sound
the Deen and Perkins cases issued its Resolutions directing administration of justice according to law. The
lawyers to desist from including the names of deceased other two elements of a profession, namely,
partners in their firm designation, it laid down a legal rule organization and pursuit of a learned art have
against which no custom or practice to the contrary, even if their justification in that they secure and
proven, can prevail. This is not to speak of our civil law which maintain that spirit.  25
In fine, petitioners' desire to preserve the Identity of their firms law. For the record, the undersigned wishes to invite the
in the eyes of the public must bow to legal and ethical attention of all concerned, and not only of petitioners, to the
impediment. last sentence of the opinion of Justice Ameurfina Melencio-
Herrera: 'Those names [Sycip and Ozaeta] may, however, be
ACCORDINGLY, the petitions filed herein are denied and included in the listing of individuals wtes
petitioners advised to drop the names "SYCIP" and "OZAETA"
from their respective firm names. Those names may, however, AQUINO, J., dissenting:
be included in the listing of individuals who have been partners
in their firms indicating the years during which they served as I dissent. The fourteen members of the law firm, Sycip,
such. Salazar, Feliciano, Hernandez & Castillo, in their petition of
June 10, 1975, prayed for authority to continue the use of that
SO ORDERED. firm name, notwithstanding the death of Attorney Alexander
Sycip on May 5, 1975 (May he rest in peace). He was the
Teehankee, Concepcion, Jr., Santos, Fernandez, Guerrero founder of the firm which was originally known as the Sycip
and De Castro, JJ., concur Law Office.

Fernando, C.J. and Abad Santos, J., took no part. On the other hand, the seven surviving partners of the law firm,
Ozaeta, Romulo, De Leon, Mabanta & Reyes, in their petition
of August 13, 1976, prayed that they be allowed to continue
using the said firm name notwithstanding the death of two
partners, former Justice Roman Ozaeta and his son, Herminio,
Separate Opinions on May 1, 1972 and February 14, 1976, respectively.

They alleged that the said law firm was a continuation of the
Ozaeta Law Office which was established in 1957 by Justice
FERNANDO, C.J., concurring: Ozaeta and his son and that, as to the said law firm, the name
Ozaeta has acquired an institutional and secondary
The petitions are denied, as there are only four votes for connotation.
granting them, seven of the Justices being of the contrary
view, as explained in the plurality opinion of Justice Ameurfina Article 1840 of the Civil Code, which speaks of the use by the
Melencio-Herrera. It is out of delicadeza that the undersigned partnership of the name of a deceased partner as part of the
did not participate in the disposition of these petitions, as the partnership name, is cited to justify the petitions. Also invoked
law office of Sycip, Salazar, Feliciano, Hernandez and Castillo is the canon that the continued use by a law firm of the name
started with the partnership of Quisumbing, Sycip, and of a deceased partner, "when permissible by local custom, is
Quisumbing, the senior partner, the late Ramon Quisumbing, not unethical" as long as "no imposition or deception is
being the father-in-law of the undersigned, and the most junior practised through this use" (Canon 33 of the Canons of Legal
partner then, Norberto J. Quisumbing, being his brother- in- Ethics).
I am of the opinion that the petition may be granted with the attention of all concerned, and not only of petitioners, to the
condition that it be indicated in the letterheads of the two firms last sentence of the opinion of Justice Ameurfina Melencio-
(as the case may be) that Alexander Sycip, former Justice Herrera: 'Those names [Sycip and Ozaeta] may, however, be
Ozaeta and Herminio Ozaeta are dead or the period when they included in the listing of individuals wtes
served as partners should be stated therein.
AQUINO, J., dissenting:
Obviously, the purpose of the two firms in continuing the use of
the names of their deceased founders is to retain the clients I dissent. The fourteen members of the law firm, Sycip,
who had customarily sought the legal services of Attorneys Salazar, Feliciano, Hernandez & Castillo, in their petition of
Sycip and Ozaeta and to benefit from the goodwill attached to June 10, 1975, prayed for authority to continue the use of that
the names of those respected and esteemed law practitioners. firm name, notwithstanding the death of Attorney Alexander
That is a legitimate motivation. Sycip on May 5, 1975 (May he rest in peace). He was the
founder of the firm which was originally known as the Sycip
The retention of their names is not illegal per se. That practice Law Office.
was followed before the war by the law firm of James Ross.
Notwithstanding the death of Judge Ross the founder of the On the other hand, the seven surviving partners of the law firm,
law firm of Ross, Lawrence, Selph and Carrascoso, his name Ozaeta, Romulo, De Leon, Mabanta & Reyes, in their petition
was retained in the firm name with an indication of the year of August 13, 1976, prayed that they be allowed to continue
when he died. No one complained that the retention of the using the said firm name notwithstanding the death of two
name of Judge Ross in the firm name was illegal or unethical. partners, former Justice Roman Ozaeta and his son, Herminio,
on May 1, 1972 and February 14, 1976, respectively.

They alleged that the said law firm was a continuation of the
# Separate Opinions Ozaeta Law Office which was established in 1957 by Justice
Ozaeta and his son and that, as to the said law firm, the name
FERNANDO, C.J., concurring: Ozaeta has acquired an institutional and secondary
connotation.
The petitions are denied, as there are only four votes for
granting them, seven of the Justices being of the contrary Article 1840 of the Civil Code, which speaks of the use by the
view, as explained in the plurality opinion of Justice Ameurfina partnership of the name of a deceased partner as part of the
Melencio-Herrera. It is out of delicadeza that the undersigned partnership name, is cited to justify the petitions. Also invoked
did not participate in the disposition of these petitions, as the is the canon that the continued use by a law firm of the name
law office of Sycip, Salazar, Feliciano, Hernandez and Castillo of a deceased partner, "when permissible by local custom, is
started with the partnership of Quisumbing, Sycip, and not unethical" as long as "no imposition or deception is
Quisumbing, the senior partner, the late Ramon Quisumbing, practised through this use" (Canon 33 of the Canons of Legal
being the father-in-law of the undersigned, and the most junior Ethics).
partner then, Norberto J. Quisumbing, being his brother- in-
law. For the record, the undersigned wishes to invite the
I am of the opinion that the petition may be granted with the
condition that it be indicated in the letterheads of the two firms
(as the case may be) that Alexander Sycip, former Justice
Ozaeta and Herminio Ozaeta are dead or the period when they
served as partners should be stated therein.

Obviously, the purpose of the two firms in continuing the use of

the names of their deceased founders is to retain the clients
who had customarily sought the legal services of Attorneys
Sycip and Ozaeta and to benefit from the goodwill attached to
the names of those respected and esteemed law practitioners.
That is a legitimate motivation.

The retention of their names is not illegal per se. That practice
was followed before the war by the law firm of James Ross.
Notwithstanding the death of Judge Ross the founder of the
law firm of Ross, Lawrence, Selph and Carrascoso, his name
was retained in the firm name with an indication of the year
when he died. No one complained that the retention of the
name of Judge Ross in the firm name was illegal or unethical.