Professional Documents
Culture Documents
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:
(1)
W/N
petitioners
are
liable
to
respondents for the latters share in the
partnership?
(2) Whether the computation of the CA as
per the respondents share is correct?
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.