Professional Documents
Culture Documents
Continue Use of the Firm Name “Ozaeta, appellees expressed their desire to
Romula, etc.” withdraw from the partnership, and
appellant thereupon made a computation
(See Old Digest: Sycip Case) to determine the value of the partners'
shares to that date known as Exhibit "C".
“Art. 1815. Every partnership shall
Appellees thereafter made demands upon
operate under a firm name, which
appellant for payment, but appellant
may or may not include the name of
having refused, they filed the initial
one or more of the partners.” “Those
complaint in the court below.
who, not being members of the
partnership, include their names in Issue: W/N Appellees can collect their shares in
the firm name, shall be subject to the the partnership?
liability of a partner.” (partners
should be living persons who can be Rule: No. A partner's share can not be returned
subjected to liability) without first dissolving and liquidating the
partnership (Po Yeng Cheo vs. Lim Ka Yam, 44
Art. 1840 treats more of a Phil. 177). The liquidation Exhibit "C" is not signed
commercial partnership with a good by the other members of the partnership besides
will to protect rather than a appellees and appellant; it does not appear that
professional partnership, with no they have approved, authorized, or ratified the
sealable good will but whose same, and, therefore, it is not binding upon them.
reputation depends on the personal In addition, unless a proper accounting and
qualifications of its individual liquidation of the partnership affairs is first had,
members. the capital shares of the appellees, as retiring
partners, can not be repaid, for the firm's outside
(NOTE: Rule 3.02 of the CPR approved and
creditors have preference over the assets of the
promulgated by the SC on June 21,1988 in
enterprise (Civ. Code, Art. 1839).
effect abandoned the ruling in the Sycip case.)
Munasque vs. CA
Facts:
Magdusa vs. Albaran
Elmo Muñasque, in behalf of “Galan and
Muñasque” partnership as Contractor,
Facts:
entered into a written contract with
Tropical Commercial Co., through its
Appellant and appellees, together with
branch manager Ramon Pons, for
various other persons, had verbally remodelling of Tropical’s building in
formed a partnership de facto, for the sale Cebu. The consideration for the entire
of general merchandise in Surigao, services is P25,000 to be paid: 30% upon
Surigao, to which appellant contributed signing of contract, and balance on 3
P2,000 as capital, and the others equal instalments of P6,000 every
15working days.
contributed their labor, under the
condition that out of the net profits of the
First payment of check worth P7,000 was
business 25% would be added to the payable to Muñasque, who indorsed it to
original capital, and the remaining 75% Galan for purposes of depositing the
would be divided among the members in amount and paying the materials already
proportion to the length of service of used. But since Galan allegedly
each. misappropriated P6,183.37 of the check
for personal use, Muñasque refused to
indorse the second check worth P6,000. presumption is sufficient to permit third
Galan then informed Tropical of the persons to hold the firm liable on
“misunderstanding” between him and transactions entered into by one of the
Muñasque and this prompted Tropical to members of the firm acting apparently in
change the payee of the second check its behalf and within the scope of his
from Muñasque to “Galan and Associates” authority.
(the duly registered name of Galan and
Muñasque partnership). Despite the 3. NO. Article 1816 BUT construed
misappropriation, Muñasque alone was together with Article 1824.
able to finish the project. The two
remaining checks were properly issued to Art. 1816. “All partners, including
Muñasque. industrial ones, shall be liable pro rata x x
x for the contracts which may be entered
Muñasque filed a complaint for payment into the name and for the account of the
of sum of money plus damages against partnership, under its signature and by a
Galan, Tropical and Pons for the amount person authorized x x x”
covered by the first and second checks.
Cebu Southern Hardware Co and Blue Art. 1824. “All partners are liable
Diamond Glass Palace were allowed as solidarily with the partnership for
intervenors having legal interest claiming everything chargeable to the partnership
against Muñasue and Galan for materials under Articles 1822 and 1823”
used.
Art. 1822. “Where, by any wrongful act or
Issue: omission of any partner acting in the
1. W/N Muñasque and Galan are partners? ordinary course of the business x x x or
2. W/N payment made by Tropical to Galan with the authority of his co-partners, loss
was “good payment”? or injury is caused to any person x x x”
3. W/N Galan should shoulder exclusively
the amounts payable to the intervenors Art. 1823. “The partnership is bound to
(granting he misappropriated the amount make good the loss:
from the two checks)?
(1) Where one partner acting
Rule: within the scope of his
apparent authority receives
1. Yes. Tropical had every right to presume money or property of a third
the existence of the partnership: person and misapplies it, and
a. Contract states that agreement was (2) Where the partnership in the
entered into by “Galan and course of its business
Muñasque” receives money or property
b. The first check issue in the name of of a third person x x x is
Muñasque was indorsed to Galan misapplied by any partner
The relationship was made to appear as a while it is in the custody of
partnership. the partnership.”
2. YES. Muñasque and Galan were GR: In transactions entered into by the
partners when the debts to the partnership, the liability of the partners is
intervenors were incurred, hence, they merely joint
are also liable to third persons who Exception: In transactions involving third
extended credit to their partnership. persons falling under Articles 1822 and
1823, such third person may hold any
There is a general presumption that each partner solidarily liable for the whole
individual partner is an authorized agent obligation with the partnership.
for the firm and that he has authority to
bind the firm in carrying on the Reason for exception: the law protects
partnership transactions. The him, who in good faith relied upon the
authority if a partner, whether real or in so far as it is a favorable to third persons,
apparent. by reason of the equitable principle of
estoppel.Where a partnership not duly organized
However, as between Muñasque and has been recognized a s s u c h i n i t s
Galan, justice also dictates dealings with certain persons, it
reimbursement in favour of Muñasque s h a l l b e considered as “partnership by esto
as Galan was proven to be in bad faith ppel” and the persons dealing with it are
in his dealings with his partner. estopped from denying its partnership
existence.