G.R. No. 70403, 7 July 1989
The Lims, borrowed from Santiago Syjuco, Inc. The loan was given on the security of a first mortgage on property registered in the names of said borrowers as owners in common. Thereafter additional loans on the same security were obtained by the Lims from Syjuco, and the security had been augmented by bringing into the mortgage other property.
The Lims failed to pay it despite demands therefore; that Syjuco consequently caused extra-judicial proceedings for the foreclosure of the mortgage to be commenced by the Sheriff of Manila; and that the latter scheduled the auction sale of the mortgaged property.
One of the complaints filed by the Lims was filed not in their individual names, but in the name of a partnership of which they themselves were the only partners: “Heirs of Hugo Lim.” The complaint advocated the theory that the mortgage which they, together with their mother, had individually constituted over lands standing in their names in the Property Registry as owners pro indiviso, in fact no longer belonged to them at that time, having been earlier deeded over by them to the partnership, “Heirs of Hugo Lim,”, hence, said mortgage was void because executed by them without authority from the partnership.
Whether the mortgage executed by the Lims be attributable to their partnership.
Yes, the mortgage executed by the Lims is attributable to their partnership.
The Supreme Court held that the legal fiction of a separate juridical personality and existence will not shield it from the conclusion of having such knowledge which naturally and irresistibly flows from the undenied facts. It would violate all precepts of reason, ordinary experience and common sense to propose that a partnership, as such, cannot be held accountable with knowledge of matters commonly known to all the partners or of acts in which all of the latter, without exception, have taken part, where such matters or acts affect property claimed as its own by said partnership.
There is no reason to distinguish between the Lims, as individuals, and the partnership itself, since the former constituted the entire membership of the latter. In other words, despite the concealment of the existence of the partnership, for all intents and purposes and consistently with the Lims’ own theory, it was that partnership which was the real party in interest in all the actions; it was actually represented in said actions by all the individual members thereof, and consequently, those members’ acts, declarations and omissions cannot be deemed to be simply the individual acts of said members, but in fact and in law, those of the partnership.
*Case digest by Teonilo M. Bagalanon Jr., JD-IV, Andres Bonifacio Law School, SY 2019-2020