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Facts:
Campos, Rueda & Co., a limited partnership, is indebted to the
appellants: Pacific Commercial Co. , Asiatic Petroleum Co, and
International Banking Corporation amounting to not less than
P1,000.00 (which were not paid more than 30 days prior to the date
of the filing by petitioners of the application for voluntary
insolvency).
The trial court denied their petition on the ground that it was not
proven, nor alleged, that the members of the firm were insolvent at
the time the application was filed. It also held that the partners are
personally and solidarily liable for the consequences of the
transactions of the partnership.
Issue:
Whether or not a limited partnership may be held to have
committed an act of insolvency.
Held:
Yes. A limited partnerships juridical personality is different from
the personality of its members. On general principle, the limited
partnership must answer for and suffer the consequence of its acts.
Under our Insolvency Law, one of the acts of bankruptcy upon w/c
an adjudication of involuntary insolvency can be predicated is the
failure to pay obligations.
The failure of Campos, Rueda & Co., to pay its obligations
constitutes an act w/c is specifically provided for in the Insolvency
Law for declaration of involuntary insolvency. The petitioners have
a right to a judicial decree declaring the involuntary insolvency of
said partnership.
affairs of the basnig. Under similar facts, this Court in the early case of Fortis vs.
Gutierrez Hermanos, denied the claim of the plaintiff therein that he was a partner in
the business of the defendant. The same rule was reiterated in Bastida vs. Menzi &
Co., Inc., et al. which involved the same factual and legal milieu.
Business Organization Partnership, Agency, Trust Partner
Periodic Accounting Profit Sharing
In 1980, the heirs of Jose Lim alleged that Jose Lim entered into a
partnership agreement with Jimmy Yu and Norberto Uy. The three
contributed P50,000.00 each and used the funds to purchase a
truck to start their trucking business. A year later however, Jose
Lim died. The eldest son of Jose Lim, Elfledo Lim, took over the
trucking business and under his management, the trucking
business prospered. Elfledo was able to but real properties in his
name. From one truck, he increased it to 9 trucks, all trucks were in
his name however. He also acquired other motor vehicles in his
name.
In 1993, Norberto Uy was killed. In 1995, Elfledo Lim died of a heart
attack. Elfledos wife, Juliet Lim, took over the properties but she
intimated to Jimmy and the heirs of Norberto that she could not go
on with the business. So the properties in the partnership were
divided among them.
Now the other heirs of Jose Lim, represented by Elenito Lim,
required Juliet to do an accounting of all income, profits, and
properties from the estate of Elfledo Lim as they claimed that they
are co-owners thereof. Juliet refused hence they sued her.
The heirs of Jose Lim argued that Elfledo Lim acquired his
properties from the partnership that Jose Lim formed with Norberto
and Jimmy. In court, Jimmy Yu testified that Jose Lim was the
partner and not Elfledo Lim. The heirs testified that Elfledo was
merely the driver of Jose Lim.
ISSUE: Who is the partner between Jose Lim and Elfledo Lim?
HELD: It is Elfledo Lim based on the evidence presented regardless
of Jimmy Yus testimony in court that Jose Lim was the partner. If
Jose Lim was the partner, then the partnership would have been
dissolved upon his death (in fact, though the SC did not say so, I
believe it should have been dissolved upon Norbertos death in
1993). A partnership is dissolved upon the death of the partner.
Further, no evidence was presented as to the articles of partnership
or contract of partnership between Jose, Norberto and Jimmy.
Unfortunately, there is none in this case, because the alleged
partnership was never formally organized.
But at any rate, the Supreme Court noted that based on the
functions performed by Elfledo, he is the actual partner.
The following circumstances tend to prove that Elfledo was himself
the partner of Jimmy and Norberto:
ung case digest dapat brief lg daw, dont copy whats written on the scra
nor the exact words of the justices, summarize in ur own words daw. one
paragraph lg ang facts, one paragraph lg dn ang held.. ang issue dapat
magstart sa word "WON", not pde whether or not..sa large size notebook
ilagay, dapat same ang order ng mga cases. straight ang indention n
margins ng paragraphs lastly and im not sure, parang long hand/cursive
gusto nya
:-)