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G.R. No.

L-11840

December 10, 1963

ANTONIO C. GOQUIOLAY, ET AL., plaintiffs-appellants,


vs.
WASHINGTON Z. SYCIP, ET AL., defendants-appellees
RESOLUTION ON THE MOTION FOR RECONSIDERATION
FACTS: In the main decision, the Supreme Court upheld the validity of the sale of the lands
owned by the partnership Goquiolay & Tan Sin An, made by Kong Chai Pin, Tan Sin Ans
widow. The sale was executed in Kong Chai Pins dual capacity as Administratrix of her
husbands estate and as partner in lieu of her husband.
In Goquiolays motion for reconsideration, he insisted that Kong Chai Pin never became more
than a limited partner. He also contended that she is incapacitated by law to manage the affairs of
the partnership and that the sale should be set aside because it was executed with the intent to
defraud appellant of his share in the properties sold.
The appellant admitted that he was asked if he can let Kong Chai Pin continue to manage the
properties as she had no other means of income. He said that she could just do it and besides I
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 wanted to help her. The appellant subsequently ratified his
testimony and stated that the plantation was being occupied at that time by the widow and they
are receiving quite a lot of benefit from the plantation.
ISSUE: Did Kong Chai Pin have the authority to sell the disputed properties? Is the sale valid?
HELD: The widow was no a mere agent , because she had become a partner upon her partners
death, as expressly provided in the articles of co-partnership. Even more, granting that by
succession to her husband, the widow only became a limited partner, Goquiolays authorization
to manage the partnership was proof that he considered and recognized her as general partner.
Under Article 148, last paragraph of the Code of Commerce, the appellant could not empower
the widow, if she were only a limited partner, to administer the properties of the firm, even as a
mere agent.
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.

In addition, Article XII of the Articles of Co-Partnership involved expressly stipulated that in the
event of the death of any of the partners at any time before the expiration of said term, the copartnership 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 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 limited partnership, since the difference between the two kinds of associations
is fundamental; and specially because the conversion into a limited association would leave the
heirs of the deceased partner without a share in the management. Hence, the contractual
stipulation does actually contemplate that the heirs would become general partners rather than
limited ones.
Since the sale by the widow was in conformity with the express objective of the partnership, "to
engage * * * in buying and selling real estate" as provided in Art IV, No. 1 of the Articles of
Copartnership, it cannot be maintained that the sale was made in excess of her powers as general
partner.