1. JOSEFINA P. REALUBIT vs PROSENCIO D. JASO and EDEN G.

JASO
G.R. No. 178782, September 21, 2011

FACTS

Josefina Realubit (“Josefina”) entered into a Joint Venture Agreement with Francis Eric Amaury Biondo
(“Biondo”), a French national, for the operation of an ice manufacturing business. Josefina was the industrial partner and
Biondo was the capitalist partner. The terms of their agreement was that they would each receive 40% of the net profit
with the remaining 20% to be used for the payment of the ice making machine which was purchased for the business.

However, for and in consideration of the sum of P500,000.00, Biondo subsequently executed a Deed of
Assignment, transferring all his rights and interests in the business in favor of respondent Eden Jaso (Eden), the wife of
respondent Prosencio Jaso

When Biondo departed from the country, Spouses Jaso caused their lawyer to send Josefina a letter, apprising
her of their acquisition of said Frenchman's share in the business and formally demanding an accounting and inventory
thereof as well as the remittance of their portion of its profits. When it was unheeded, the Spouses filed a complaint for
specific performance, accounting, dissolution, among others of the joint venture.

Spouses Realubit questioned the authenticity of the Deed of Assignment which bears a signature markedly
different from that which he affixed on their Joint Venture Agreement and that they refused to follow Spouses Jaso’s
demand due to the dubious circumstances surrounding their acquisition of Biondo’s share but the CA ruled in favor of
Spouses Jaso.

ISSUE: Whether or not there was a valid assignment of rights to the Joint Venture which entitles respondents to rights in
the Joint Venture.

RULING

The Supreme Court upheld the authenticity of the document. Insofar as the partner’s conveyance of the entirety
of his interest, Article 1813 finds application, in that a transfer by a partner of his partnership interest foes not make the
assignee of such interest a partner of the firm nor entitle the assignee to interfere in the management of the partnership
business or to receive anything except the assignee’s profits.

Pursuant to the aforementioned, the Court affirmed the ruling of the Court of Appelas in stating that Spouses
Jaso are entitled to Biondo’s share in the profits despite lack of Juanita’s consent to such assignment. Moreover,
although Eden did not became a partner as a consequence of such assignment, as a consequence of right to interest of
Biondo, she may rightly require an accounting of the partnership business and dissolution of the partnership.
2. ANTONIO C. GOQUIOLAY and THE PARTNERSHIP "TAN SIN AN and ANTONIO C. GOQUIOLAY" vs WASHINGTON Z.
SYCIP, ET AL.
G.R. No. L-11840, July 26, 1960

FACTS

Tan Sin An and Antonio C. Goquiolay entered into a general commercial partnership under the partnership name
"Tan Sin An and Antonio C. Goquiolay", for the purpose of dealing in real estate. The partnership had a capital of
P30,000.00, P18,000.00 of which was contributed by Goquiolay and P12,000.00 by Tan Sin An. The latter was vested the
sole management of the partnership by the agreement. Moreover, it was agreed that in the event of the death of any of
the partners at any time before the expiration of term of existence, the co-partnership shall not be dissolved but will
have to be continued and the deceased partner shall be represented by his heirs or assigns in said co-partnership

The partnership purchased three (3) parcels of land which is the subject of the case, assuming the mortgage
obligation of P25,000.00 payable to "La Urbana Sociedad Mutua de Construcción y Prestamos" for a period of ten (10)
years, with 10% interest per annum.

Another 46 parcels were purchased by Tan Sin An in his individual capacity, and he assumed payment of a
mortgage debt thereon for P35,000.00, with interest. The down payment and the amortization were advanced by Yutivo
and Co., for the account of the purchasers.

The two separate obligations were consolidated in an instrument executed by the partnership and Tan Sin An,
whereby the entire 49 lots were mortgaged in favor of the "Banco Hipotecario de Filipinas" (as successor to "La Urbana")
and the covenantors bound themselves to pay, jointly and severally, the remaining balance of their unpaid accounts
amounting to P52,282.80 within eight 8 years, with 8% annual interest, payable in 96 equal monthly installments.

Tan Sin An died, leaving as surviving heirs his widow, Kong Chai Pin, and four minor children. Defendant Kong
Chai Pin was appointed administratrix of the intestate estate of her deceased husband.

Upon failure of Tan Sin An to pay despite demands, Sing Yee and Cuan, Co., Inc., upon request of defendant
Yutivo Sons Hardware Co., paid the remaining balance of the mortgage debt, and the mortgage was cancelled.

Yutivo Sons Hardware Co. and Sing Yee and Cuan Co., Inc. led their claims in the intestate proceedings of Tan Sin
An for P62,415.91 and P54,310.13, respectively, as alleged obligations of the partnership "Tan Sin An and Antonio C.
Goquiolay" and Tan Sin An, for advances, interests and taxes paid in amortizing and discharging their obligations to "La
Urbana" and the "Banco Hipotecario".

Disclaiming knowledge of said claims at first, Kong Chai Pin later admitted the claims in her amended answer
and they were accordingly approved by the Court.

On March 29, 1949, Kong Chai Pin led a petition with the probate court for authority to sell all the 49 parcels of
land to Washington Z, Sycip and Betty Y. Lee, for the purpose primarily of settling the aforesaid debts of Tan Sin An and
the partnership.

Pursuant to a court order of April 2, 1949, the administratrix executed on April 4, 1949, a deed of sale 1 of the 49
parcels of land to the defendants Washington Sycip and Betty Lee in consideration of P37,000.00 and of vendees'
assuming payment of the claims led by Yutivo Sons Hardware Co. and Sing Yee and Cuan Co., Inc.
 Later, defendants Sycip and Betty Lee executed in favor of the Insular Development Co., Inc. a deed of transfer
covering the said 49 parcels of land. Learning about the sale to Sycip and Lee, the surviving partner Antonio Goquiolay
filed a petition seeking to set aside the order of the probate court approving the sale in so far as his interest over the
parcels of land sold was concerned questioning the authority of Kong Chai Pin to sell the partnership properties.

ISSUE: Whether or not Kong Chai Pin succeeded Tan Sin An in the sole management of the partnership upon the latter’s
death thereby authorizing her to sell the subject properties of the partnership as a general partner of the partnership.

RULING

No, she did not succeed Tan Sin An in the sole management of the partnership. While the Articles of Co-
Partnership and the power of attorney executed by Antonio Goquiolay conferred upon Tan Sin An the exclusive
management of the business, such power, premised as it is upon trust and confidence, was a mere personal right that
terminated upon Tan's demise.

The provision in the articles stating that "in the event of death of any one of the partners within the 10-year
term of the partnership, the deceased partner shall be represented by his heirs", could not have referred to the
managerial right given to Tan Sin An; more appropriately, it related to the succession in the proprietary interest of each
partner.

The covenant that Antonio Goquiolay shall have no voice or participation in the management of the partnership,
being a limitation upon his right as a general partner, must be held coextensive only with Tan's right to manage the
affairs, the contrary not being clearly apparent.

However, while it is true that the new members’ liability in the partnership is merely limited to the value of the
share left by Tan Sin An thereby becoming limited partners therein and thus disqualified from the management of the
business, it was not so with Kong Chai Pin who, by her affirmative actions manifested her intent to be bound by the
partnership agreement not only as a limited partner but as a general partner. Applying the principle of estoppel, her
corresponding actions resulted to her being liable as well for the partnership debts and liabilities as a general partner
and beyond what she might have derived from the estate of Tan Sin An.

Moreover, the consent of the other partners on the sale of the partnership properties to Washington Sycip and
Betty Lee is not needed. The Court stated that strangers dealing with a partnership have the right to assume, in the
absence of restrictive clauses in the co-partnership agreement, that every general partner has power to bind the
partnership, especially those partners acting with ostensible authority.

3. ANTONIO C. GOQUIOLAY, ET AL. vs . WASHINGTON Z. SYCIP, ET AL.

FACTS

Goquiolay et al. filed a motion for reconsideration with respect to the decision of the Supreme Court upholding
the validity of the sale of lands owned by the partnership by the widow of Tan Sin An in her dual capacity as the
administratix of her husband’s estate as well as a partner in lieu of the husband in favour of Washington Sycip and Betty
Lee.

Appellant Goquiolay, in his motion for reconsideration, insists that, contrary to the previous holding, Kong Chai
Pin, widow of the deceased partner Tan Sin an, never became more than a limited partner, incapacitated by law to
manage the affairs of the partnership; that the testimony of her witnesses Young and Lim belies that she took over the
administration of the partnership property; and that, in any event, the sale should be set aside because it was executed
with the intent to defraud appellant of his share in the properties sold.

It is argued that the authority given by Goquiolay to the widow Kong Chai Pin was only to manage the property,
and that it did not include the power to alienate.

ISSUE: Whether or not the sale of the land owned by the partnership is valid.

RULING

Yes, the sale is valid. By seeking authority to manage partnership property, Tan Sin An's widow showed that she
desired to be considered a general partner. By authorizing the widow to manage partnership property (which a limited
partner could not be authorized to do), Goquiolay recognized her as such partner, and is now in estoppel to deny her
position as a general partner, with authority to administer and alienate partnership property.

Besides, it was already pointed out in the main decision, that the heir ordinarily becomes a limited partner for
his own protection, because he would normally prefer to avoid any liability in excess of the value of the estate inherited
so as not to jeopardize hid personal assets.

But this statutory limitation of responsibility being designed to protect the heir, the latter may disregard it and
instead elect to become a collective or general partner, with all the rights and privileges of one, and answering for the
debts of the firm not only with the inheritance but also with the heir's personal fortune. This choice pertains exclusively
to the heir, and does not require the assent of the surviving partner.

It must never be overlooked that this case involves the rights acquired by strangers, and does not deal with the
rights existing between partners Goquiolay and the widow of Tan Sin An.

After the death of Tan Sin An, here was more than ample time for Goquiolay to take up the management of
these properties, or at least ascertain how its affairs stood. For seven years Goquiolay could have asserted his registry
could have warned strangers that they must deal with him alone, as sole general partner.

But he did nothing of the sort, because he was not interested (supra), and he did not even take steps to pay, or
settle, the firm debts that were overdue since before the outbreak of the last war. He did not even take steps, after Tan
sin An died, to cancel, or modify, the provisions of the partnership articles that he (Goquiolay) would have no
intervention in the management of the partnership. This laches certainly contributed to confirm the view that the widow
of Tan Sin An had, or was given, authority to manage and deal with the firm’s properties apart from the presumption
that a general partner dealing with partnership property has the requisite authority from his co-partners.
 Moreover, even when normally, a partner has no authority to just sell the real estate of the firm, the business in
the case at bar is a buy and sell real estate firm hence vesting such power to sell real estate onto the hands of a partner
who manages the firm.

4. LUZVIMINDA J. VILLAREAL, DIOGENES VILLAREAL and CARMELITO JOSE, vs . DONALDO EFREN C. RAMIREZ and
Spouses CESAR G. RAMIREZ JR. and CARMELITA C. RAMIREZ
G.R. No. 144214, July 2003
FACTS

Luzviminda J. Villareal, Carmelito Jose and Jesus Jose formed a partnership with a capital of P750,000 for the
operation of a restaurant and catering business under the name "Aquarius Food House and Catering Services." Villareal
was appointed general manager and Carmelito Jose, operations manager.

Respondent Donaldo Efren C. Ramirez thereafter joined as a partner in the business. His capital contribution of
P250,000 was paid by his parents, Cesar and Carmelita Ramirez. After Jesus Jose withdrew from the partnership in
January 1987, his capital contribution of P250,000 was refunded to him in cash by agreement of the partners.

Without prior knowledge of respondents, petitioners closed down the restaurant, allegedly because of increased
rental. The restaurant furniture and equipment were deposited in the respondents' house for storage. Respondent
spouses wrote petitioners, saying that they were no longer interested in continuing their partnership or in reopening the
restaurant, and that they were accepting the latter's offer to return their capital contribution.

Carmelita Ramirez wrote another letter informing petitioners of the deterioration of the restaurant furniture
and equipment stored in their house. She also reiterated the request for the return of their one-third share in the equity
of the partnership. The repeated oral and written requests were, however, left unheeded.

Petitioners contended that respondents had expressed a desire to withdraw from the partnership and had called
for its dissolution under Articles 1830 and 1831 of the Civil Code; that respondents had been paid, upon the turnover to
them of furniture and equipment worth over P400,000; and that the latter had no right to demand a return of their
equity because their share, together with the rest of the capital of the partnership, had been spent as a result of
irreversible business losses.

Respondents alleged that they did not know of any loan encumbrance on the restaurant. According to them, if
such allegation were true, then the loans incurred by petitioners should be regarded as purely personal and, as such, not
chargeable to the partnership.

ISSUE: Whether or not the petitioners are liable to the respondents for their share in the partnership

RULING

No, they have not right to demand from petitioners the return of their equity share. Except as managers of the
partnership, petitioners did not personally hold its equity or assets.

Article 1768 of the Civil Code provides: "The partnership has a juridical personality separate and distinct from
that of each of the partner.” Since the capital was contributed to the partnership, not to petitioners, it is the partnership
that must refund the equity of the retiring partners.

5. MICHAEL C. GUY vs. ATTY. GLENN C. GACOTT

FACTS
 Atty. Glenn Gacott (Gacott) from Palawan purchased two (2) brand new transreceivers from Quantech Systems
Corporation (QSC) in Manila through its employee Rey Medestomas (Medestomas), amounting to a total of P18,000.00.

However, to major defects, Gacott personally returned the transreceivers to QSC and requested that they be
replaced. Medestomas received the returned transreceivers and promised to send him the replacement units within two
(2) weeks from May 10, 1997. But time passed and Gacott did not receive the replacement units as promised. The
demands Gacott made costed him thus prompting him to file a complaint for damages.

The trial court granted Gacott’s claim and ordered QSC and Mestomas to assume solidary liability in paying
Gacott.

During the execution stage, Gacott learned that QSC was not a corporation, but was in fact a general partnership
registered with the Securities and Exchange Commission (SEC). In the articles of partnership, Guy was appointed as
General Manager of QSC.

The sheriff thereafter attached one of the motor vehicles of Guy, but the latter argued that he was not a
judgment debtor and therefor his vehicle could not be attached. However, the Court of Appeals stressed that Guy, bein
a partner in QSC, was bound by the summons served upon QSC based on Article 1821 of the Civil Code. The CA further
opined that the law did not require a partner to be actually involved in a suit in order for him to be made liable. He
remained "solidarily liable whether he participated or not, whether he ratified it or not, or whether he had knowledge of
the act or omission."

ISSUE: Whether or not Guy is solidarily liable with the partnership QSC for the damages arising from the breach of the
contract of sale with respondent Gacott

RULING

No, a partner must be separately and distinctly impleaded before he can be bound by a judgment. The Court
ruled that although a partnership is based on delectus personae or mutual agency, whereby any partner can generally
represent the partnership in its business affairs, it is non sequitur that a suit against the partnership is necessarily a suit
impleading each and every partner.

It was also said that it must be remembered that a partnership is a juridical entity that has a distinct and
separate personality from the persons composing it. Here, Guy was never made a party to the case. He did not have any
participation in the entire proceeding until his vehicle was levied upon and he suddenly became QSC's "co-defendant
debtor" during the judgment execution stage.