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Lim Tanhu v.

Ramolete were never liquidated after her common-law-husbands death; that


(August 29, 1975) the partners used the partnership funds to acquire several
properties and to also launch the new business of Glory Commercial
DOCTRINE: Since Po Chuan was in control of the affairs of the Company, Inc. [as opposed to the older one which was Glory
partnership, the more logical inference is that if defendants had Commercial Company Partnership]; that she was entitled to
obtained any portion of the funds of the partnership for themselves, accounting and share in profits of the partnership as wife of Po
it must have been with the knowledge and consent of Po Chuan, for Chuan; that she was fraudulently made to sign a quitclaim for
which reason no accounting could be demanded from them therefor, 25,000 pesos which she said she did not actually receive)
considering that Article 1807 of the Civil Code refers only to what is According to the petitioners, Ang Siok Tin is the legitimate wife, still
taken by a partner without the consent of the other partner or living, and with whom Tee Hoon had four legitimate children, a twin
partners. born in 1942, and two others born in 1949 and 1965, all presently
Even assuming there has not yet been any liquidation of the residing in Hong Kong. Tee Hoon died in 1966 and as a result of
partnership, contrary to the allegation of the defendants, then Glory which the partnership was dissolved and what corresponded to him
Commercial Co. would have the status of a partnership in liquidation were all given to his legitimate wife and children.
and the only right plaintiff could have would be to what might result Tan Put prior of her alleged marriage with Tee Hoon on 1949, was
after such liquidation to belong to the deceased partner, and before engaged in the drugstore business; that not long after her marriage,
this is finished, it is impossible to determine, what rights or upon the suggestion of the latter sold her drugstore for P125,000.00
interests, if any, the deceased had. In other words, no specific which amount she gave to her husband as investment in Glory
amounts or properties may be adjudicated to the heir or legal Commercial Co. sometime in 1950; that after the investment of the
representative of the deceased partner without the liquidation being above-stated amount in the partnership its business flourished and
first terminated. it embarked in the import business and also engaged in the
wholesale and retail trade of cement and GI sheets and under huge
NATURE: Petition for certiorari and prohibition profits.
Defendants interpose that Tan Put knew and was are that she was
PONENTE: Barredo merely the common-law wife of Tee Hoon. Tan Put and Tee Hoon
were childless but the former had a foster child, Antonio Nunez.
FACTS: Defendants also said that the defendant knew she was not entitled
Private respondent Tan Put alleged that she is the widow of Tee to the profits of the partnership but out of the goodness of their
Hoon Lim Po Chuan, who was a partner and practically the owner hearts, they gave her 25,000 as evidenced by the quitclaim she
who has controlling interest of Glory Commercial Company and a signed.
Chinese Citizen until his death. Defendant Antonio Lim Tanhu and
Alfonso Leonardo Ng Sua were partners of Po Chuan. Tan Put filed ISSUES: Whether Tan Put, as she alleged being married with Tee
complaint against spouses-petitoner Lim Tanhu and Dy Ochay Hoon, can claim from the company of the latters share.
including their son Tech Chuan and the other spouses-petitoner Ng
Sua and Co Oyo including also their son Eng Chong Leonardo, that HELD: No
through fraud and machination took actual and active management
of the partnership and that she alleged entitlement to share not only RATIO/RULING: Under Article 55 of the Civil Code, the
in the capital and profits of the partnership but also in the other declaration of the contracting parties that they take each other as
assets, both real and personal, acquired by the partnership with husband and wife "shall be set forth in an instrument" signed by the
funds of the latter during its lifetime." ( Basically, her allegations parties as well as by their witnesses and the person solemnizing the
were that she actually gave some of her money to Po Chuan to help marriage. Accordingly, the primary evidence of a marriage must be
launch the partnership business; that the assets of the business an authentic copy of the marriage contract. While a marriage may
also be proved by other competent evidence, the absence of the other hand, since Po Chuan was in control of the affairs of the
contract must first be satisfactorily explained. Surely, the partnership, the more logical inference is that if defendants had
certification of the person who allegedly solemnized a marriage is obtained any portion of the funds of the partnership for themselves,
not admissible evidence of such marriage unless proof of loss of the it must have been with the knowledge and consent of Po Chuan, for
contract or of any other satisfactory reason for its non-production is which reason no accounting could be demanded from them therefor,
first presented to the court. In the case at bar, the purported considering that Article 1807 of the Civil Code refers only to what is
certification issued by a Mons. Jose M. Recoleto, Bishop, Philippine taken by a partner without the consent of the other partner or
Independent Church, Cebu City, is not, therefore, competent partners. Incidentally again, this theory about Po Chuan having
evidence, there being absolutely no showing as to unavailability of been actively managing the partnership up to his death is a
the marriage contract and, indeed, as to the authenticity of the substantial deviation from the allegation in the amended complaint
signature of said certifier, the jurat allegedly signed by a second to the effect that "defendants Antonio Lim Tanhu, Alfonso Leonardo
assistant provincial fiscal not being authorized by law, since it is not Ng Sua, Lim Teck Chuan and Eng Chong Leonardo, through fraud
part of the functions of his office. Besides, inasmuch as the bishop and machination, took actual and active management of the
did not testify, the same is hearsay. partnership and although Tee Hoon Lim Po Chuan was the manager
An agreement with Tee Hoon was shown and signed by Tan Put that of Glory Commercial Co., defendants managed to use the funds of
she received P40,000 for her subsistence when they terminated the partnership to purchase lands and buildings etc. (Par. 4, p. 2 of
their relationship of common-law marriage and promised not to amended complaint, Annex B of petition) and should not have been
interfere with each others affairs since they are incompatible and permitted to be proven by the hearing officer, who naturally did not
not in the position to keep living together permanently. Hence, this know any better.
document not only proves that her relation was that of a common- Moreover, it is very significant that according to the very tax
law wife but had also settled property interests in the payment of declarations and land titles listed in the decision, most if not all of
P40,000. the properties supposed to have been acquired by the defendants
We find no alternative but to hold that plaintiff Tan Put's allegation Lim Tanhu and Ng Sua with funds of the partnership appear to have
that she is the widow of Tee Hoon Lim Po Chuan has not been been transferred to their names only in 1969 or later, that is, long
satisfactorily established and that, on the contrary, the evidence on after the partnership had been automatically dissolved as a result of
record convincingly shows that her relation with said deceased was the death of Po Chuan. Accordingly, defendants have no obligation
that of a common-law wife and furthermore, that all her claims to account to anyone for such acquisitions in the absence of clear
against the company and its surviving partners as well as those proof that they had violated the trust of Po Chuan during the
against the estate of the deceased have already been settled and existence of the partnership.
paid. Besides, assuming there has not yet been any liquidation of the
If, as We have seen, plaintiff's evidence of her alleged status as partnership, contrary to the allegation of the defendants, then Glory
legitimate wife of Po Chuan is not only unconvincing but has been Commercial Co. would have the status of a partnership in liquidation
actually overcome by the more competent and weighty evidence in and the only right plaintiff could have would be to what might result
favor of the defendants, her attempt to substantiate her main cause after such liquidation to belong to the deceased partner, and before
of action that defendants Lim Tanhu and Ng Sua have defrauded the this is finished, it is impossible to determine, what rights or
partnership Glory Commercial Co. and converted its properties to interests, if any, the deceased had. In other words, no specific
themselves is even more dismal. From the very evidence amounts or properties may be adjudicated to the heir or legal
summarized by His Honor in the decision in question, it is clear that representative of the deceased partner without the liquidation being
not an iota of reliable proof exists of such alleged misdeeds. first terminated.
If Po Chuan was in control of the affairs and the running of the DISPOSITION: IN VIEW OF ALL THE FOREGOING, the petition is
partnership, how could the defendants have defrauded him of such granted. All proceedings held in respondent court in its Civil Case
huge amounts as plaintiff had made his Honor believe? Upon the No. 12328 subsequent to the order of dismissal of October 21, 1974
are hereby annulled and set aside, particularly the ex-
parteproceedings against petitioners and the decision on December
20, 1974. Respondent court is hereby ordered to enter an order
extending the effects of its order of dismissal of the action dated
October 21, 1974 to herein petitioners Antonio Lim Tanhu, Dy
Ochay, Alfonso Leonardo Ng Sua and Co Oyo. And respondent court
is hereby permanently enjoined from taking any further action in
said civil case gave and except as herein indicated. Costs against
private respondent.

VOTE: 2nd Division. Makalintal, Fernando, Aquino, Concepcion


concur.

CONCURRING/DISSENTING OPINION: None

ADDITIONAL NOTES: None