G.R. 40457, 8 May 1992

FACTS:

Petitioner filed a complaint in the Court of First Instance of Rizal against the partnership La Mallorca and its general partners, which included private respondents, for collection of a sum of money arising from gasoline purchased on credit but not paid.

Petitioner, with leave of court, filed an Amended Complaint impleading the heirs of the deceased partners as defendants. A decision was rendered in favor of the petitioner and against defendants which was moved by private respondents for modification and/or motion of reconsideration on the ground that Miguel Enriquez, not being a general partner, could not bind the partnership in the Sales Agreement he signed with plaintiff and defendant Geminiano Yabut who already withdrew as partner and president of La Mallorca be liable.

ISSUE:

Whether or not the petition for modification of decision proper.

RULING:

We do not find the grounds relied upon in private respondents’ Petition to Modify Decision to be meritorious.

Mr. Miguel Enriquez automatically became a general partner of the partnership La Mallorca being one of the heirs of the deceased partner Mariano Enriquez. Article IV of the uncontested Articles of Co-Partnership of La Mallorca provides:

IV. Partners. –– The parties above-named, with their civil status, citizenship and residences set forth after their respective names, shall be members comprising this partnership, all of whom shall be general partners.

If during the existence of this co-partnership, any of the herein partners should die, the co-partnership shall continue to exist amongst the surviving partners and the heir or heirs of the deceased partner or partners; Provided, However, that if the heir or heirs of the deceased partner or partners elect not to continue in the co-partnership, the surviving partners shall have the right to acquire the interests of the deceased partner or partners at their book value based upon the last balance sheet of the co-partnership, and in proportion to their respective capital contributions; And, Provided Further, that should a partner or partners desire to withdraw from the co-partnership and the remaining partners are not willing to acquire his or their shares or interest in the co-partnership in accordance with the foregoing provisions, the co-partnership shall not thereby be dissolved, but such retiring partner or partners shall only be entitled to his or their shares in the assets of the co-partnership according to the latest balance sheet which have been drawn prior to the date of his or their withdrawal. In such event, the co-partnership shall continue amongst the remaining partners.

As to respondent Geminiano Yabut’s claim that he cannot be liable as a partner, he having withdrawn as such, does not convince us. The debt was incurred long before his withdrawal as partner and his resignation as President of La Mallorca on September 14, 1972.

Respondent Geminiano Yabut could not just withdraw unilaterally from the partnership to avoid his liability as a general partner to third persons like the petitioner in the instant case.

*Case digest by Jay Mark P. Balbosa, JD-IV, Andres Bonifacio Law School, SY 2019-2020