VOL. 108, JULY 26, 1960 947: Goquiolay, Et Al. vs. Sycip, Et Al
VOL. 108, JULY 26, 1960 947: Goquiolay, Et Al. vs. Sycip, Et Al
VOL. 108, JULY 26, 1960 947: Goquiolay, Et Al. vs. Sycip, Et Al
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"In the event of the death of any of the partners at any time before
the expiration of said term, 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"
(Art. XII, Articles of Co-Partnership).
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"That besides the powers and duties granted the said Tan Sin An by
the articles of co-partnership of said co-partnership "Tan Sin An
and Antonio Goquiolay", the said Tan Sin An should act as my
Manager for said co-partnership for the full period of the term for
which said co-partnership was organized or until the whole period
that the said capital of P30,000.00 of the copartnership should last,
to carry on to the best advantage and interest of the said co-
partnership, to make and execute, sign, seal and deliver for the co-
partnership, and in its name, all bills, bonds, notes, specialties, and
trust receipts or other instruments or documents in writing
whatsoever kind or nature which shall be necessary to the proper
conduction of the said businesses, including the power to mortgage
and pledge real and personal properties, to secure the obligation of
the co-partnership, to buy real or personal properties for cash or
upon such terms as he may deem advisable, to sell personal or real
properties, such as land's and buildings of the co-partnership in any
manner he may deem advisable for the best interest of said co-
partnership, to borrow money on behalf of the co-partnership and to
issue promissory notes for the repayment thereof, to deposit the
funds of the co-partnership in any local bank or elsewhere and to
draw checks against funds so deposited * * *.
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"* * * Third persons, like the plaintiff, are not bound in entering
into a contract with any of the two partners, to ascertain whether or
not this partner with whom the transaction is made has the consent
of the other partner. The public need not make
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"If the management of the general partnership has not been limited
by special agreement to any of the members, all shall have the
power to take part in the direction and management of the common
business, and the members present shall come to an agreement for
all contracts or obligations which may concern the association."
(Emphasis supplied)
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Yee and Cuan Co., Inc. had every right to file their claims
in the intestate proceedings. The denial of the claims at
first by Kong Chai Pin (for lack of sufficient knowledge)
negatives any conspiracy on her part in the alleged f
raudulent scheme, even if she subsequently decided to
admit their validity after studying the claims and finding it
best to admit the same. It may not be amiss to remark that
the probate court approved the questioned claims.
There is complete failure of proof, moreover, that the
price for which the properties were sold was unreasonably
low, or in any way unfair, since appellants presented no
evidence of the market value of the lots as of the time of
their sale to appellees Sycip and Lee. The alleged value of
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Judgment affirmed.
962
RESOLUTION
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"* * * Mr. Yu Eng Lai asked me if I can just let Mrs. Kong Chai Pin
continue to manage the properties (as) she had no other means of
income. Then I said, because I wanted to help Mrs. Kong Chai Pin,
she could just do it and besides / am not interested in agricultural
lands. I allowed her to take care of the properties in order to help her
and because I believe in God and I wanted to help her."
Q. ·So the answer to my question is you did not take any steps?
A. ·I did not.
Q. ·And this conversation which you had with Mrs. Yu Eng Lai
was few months after 1945?
A. ·In the year 1945." (Emphasis supplied)
"that plantation was being occupied at that time by the widow, Mrs.
Tan Sin An, and of course they are receiving quite a lot of benefit
from that plantation."
964
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"Now, you said that about 1942 or 1943 you returned to Davao. Did
you meet Mrs. Kong Chai Pin there in Davao at that time?
And also·
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"In the event of the death of any of the partners at any time before
the expiration of said term, 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"
(Art. XII, Articles of Co-Partnership).
The Articles did not provide that the heirs of the deceased
would be merely limited partner; on the contrary, they
expressly stipulated that in case of death of either partner
"the co-partnership * * * will have to be continued" with the
heirs or assigns. It certainly could not be continued if it
were to be converted from a general partnership into a
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969
tion that the ordinary course of business has been followed (No. 18,
section 334, Code of Civil Procedure), and that the law has been
obeyed (No. 31, section 334). This last presumption is equally
applicable to contracts which have the force of law between the
parties." (Litton vs. Hill & Cerón, et al., 67 Phil., 509, 516)
(Emphasis supplied)
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"The firm was then, and for some time had been, insolvent, in the
sense that its property was insufficient to pay its debts, though it
still had good credit, and was actively engaged in the prosecution of
its business. On that day, which was Saturday, the plaintiff caused
to be prepared, ready for execution, the four chattel mortgages in
question, which cover all the tangible property then belonging to
the firm, including the counters, shelving, and other furnishings
and fixtures necessary for, and used in carrying on, its business, and
signed the same in this form: "In witness whereof, the said Cowen
& McGrath, a firm, and Owen McGrath, surviving partner of said
firm, and Owen McGrath, individually, have hereunto set their
hands, this 20th day of May, A. D. 1893. Cowen & McGrath, by
Owen McGrath. Owen McGrath, Surviving partner of Cowen &
McGrath. Owen McGrath" At the same time, the
971
plaintiff had prepared, ready for filing, the petition for the
dissolution of the partnership and appointment of a receiver, which
he subsequently filed, as hereinafter stated. On the day the
mortgages were signed, they were placed in the hands of the
mortgagees, which was the first intimation to them that there was
any intention to make then. At that time none of the claims secured
by the mortgages were due, except, it may he, a small part of one of
them, and none of the creditors to whom the mortgages were made
had requested security, or were pressing for the payment of their
debts. * * * The mortgages appear to be without a sufficient
condition of defeasance, and contain a stipulation authorizing the
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thereof, the allegedly low price paid for the property, and
the relationship between the buyers, the creditors of the
partnership, and the widow of Tan Sin An.
First, as to the price: As already noted, this property
was actually sold for a total of P153,726.04, of which
P37,000.00 was in cash, and the rest in partnership debts
assumed by the purchaser. These debts (P62,415.91 to
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Yutivo, and P54,310.13 to Sing Yee Cuan & Co.) are not
questioned; they were approved by the Court, and its
approval is now final. The claims were, in fact, for the
balance on the original purchase price of the land sold (due
first to La Urbana, later to the Banco Hipotecario) plus
accrued interests and taxes, redeemed by the two creditors-
claimants. To show that the price was inadequate.
appellant relies on the testimony of the realtor Mata, who
in 1955, six years after the sale in question, asserted that
the land was worth P312,000.00. Taking into account the
continued rise of real estate values since liberation, and the
fact that the sale in question was practically a forced sale
because the partnership had no other means to pay its
legitimate debts, this evidence certainly does not show such
"gross inadequacy" as to justify rescission of the sale. If at
the time of the sale (1949) the price of P153,726.04 was
really low, how is it that appellant was not able to raise the
amount, even if the creditor's representative, Yu Khe Thai,
had already warned him four years before (1945) that the
creditors wanted their money back, as they were justly
entitled to?
It is argued that the land could have been mortgaged to
raise the sum needed to discharge the debts. But the lands
were already mortgaged, and had been mortgaged since
1940, first to La Urbana, and then to the Banco
Hipotecario. Was it reasonable to expect that other persons
would loan money to the partnership when it was unable
even to pay the taxes on the property, and the interest on
the principal since 1940? If it had been possible to find
lenders willing to take a chance on such a bad financial
973
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"* * * Then Mr. Yu Eng Lai told me that he brought with him Atty.
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"If the management of the general partnership has not been limited
by special agreement to any of the members, all shall have the
power to take part in the direction and management of the common
business, and the members present shall come to an agreement for
all contracts or obligations which may concern the association."
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