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G.R. No.

L-3704 December 12, 1907 Naval was entitled by the articles of agreement
to a fixed salary of P2,500 as long as he was in
LA COMPAÑIA MARITIMA, plaintiff- charge of the branch office established at Ligao.
appellant,
Industrial partners, by signing the articles, agree
vs. to contribute their work to the partnership and
FRANCISCO MUÑOZ, ET AL., defendants- article 138 of the Code of Commerce prohibits
appellees.
them from engaging in other work except by the
express consent of the partnership. With
reference to civil partnerships, section 1683 of
The case: La Compañia Maritima (plaintiff) the Civil Code relates to the same manner.
brought this action against the partnership of
Franciso Muñoz & Sons, and against Francisco It is also said in the brief of the appellees that
Muñoz de Bustillo, Emilio Muñoz de Bustillo, and Emilio Muñoz was entirely excluded from the
Rafael Naval (defendants) to recover the sum of management of the business. It rather should be
P26,828.30, with interest and costs. said that he excluded himself from such
management, for he signed the articles of
partnership by the terms of which the
management was expressly conferred by him
Facts:
and the others upon the persons therein named.
March 1905: The defendants Francisco Muñoz, That partners in their articles can do this, admits
Emilio Muñoz, and Rafael Naval formed on of no doubt. Article 125 of the Code of
ordinary general mercantile partnership under Commerce requires them to state the partners
the name of Francisco Muñoz & Sons for the to whom the management is intrusted. This right
purpose of carrying on the mercantile business is recognized also in article 132.
in the Province of Albay which had formerly been
Emilio Muñoz was, therefore, a general partner
carried on by Francisco Muñoz. Francisco Muñoz
was a capitalist partner and Emilio Muñoz and
Rafael Naval were industrial partners.
Issue: Is an industrial partner in an ordinary,
In the articles of partnership signed by the general mercantile partnership liable to third
partners it is expressly stated that they have persons for the debts and obligations contracted
agreed to form, and do form, an ordinary, by the partnership?
general mercantile partnership. The object of
the partnership, as stated in the fourth Ruling: yes
paragraph of the articles, is a purely mercantile In limited partnership the Code of Commerce
one and all the requirements of the Code of recognizes a difference between general and
Commerce in reference to such partnership special partners, but in a general partnership
were complied with. there is no such distinction-- all the members are
The claim of the appellees that Emilio Muñoz general partners. The fact that some may be
contributed nothing to the partnership, either in industrial and some capitalist partners does not
property, money, or industry, can not be make the members of either of these classes
sustained. He contributed as much as did the alone such general partners. There is nothing in
other industrial partner, Rafael Naval, the the code which says that the industrial partners
difference between the two being that Rafael shall be the only general partners, nor is there
anything which says that the capitalist partners whether there can be a commercial partnership
shall be the only general partners. composed entirely of industrial partners, it
seems clear that there can be such civil
There is no injustice in imposing this liability
partnership, for article 1678 of the Civil Code
upon the industrial partners. They have a voice
provides as follows:
in the management of the business, if no
manager has been named in the articles; they A particular partnership has for its object
share in the profits and as to third persons it is specified things only, their use of profits, or a
no more than right that they should share in the specified undertaking, or the exercise of a
obligations. It is admitted that if in this case there profession or art.
had been a capitalist partner who had
It might very easily happen, therefor, that a civil
contributed only P100 he would be liable for this
partnership could be composed entirely of
entire debt of P26,000.
industrial partners. If it were, according to the
In this particular case that view is strengthened claim of the appellees, there would be no
by the provisions of article 12, above quoted. personal responsibility whatever for the debts of
There it is stated that if, when the affairs of the the partnership. Creditors could rely only upon
partnership are liquidated — that is, at the end the property which the partnership had, which in
of five years — it turns out that there had been the case of a partnership organized for the
losses instead of gains, then the capitalist practice of any art or profession would be
partner, Francisco Muñoz, shall pay such losses practically nothing.
— that is, pay them to the industrial partners if
Our conclusion is upon this branch of the case
they have been compelled to disburse their own
that neither on principle nor on authority can the
money in payment of the debts of the
industrial partner be relieved from liability to
partnership.
third persons for the debts of the partnership.
While this is a commercial partnership and must
It is apparently claimed by the appellee in his
be governed therefore by the rules of the Code
brief that one action can not be maintained
of Commerce, yet an examination of the
against the partnership and the individual
provisions of the Civil Code in reference to
partners, this claim being based upon the
partnerships may throw some light upon the
provisions of article 237 of the Code of
question here to be resolved. Articles 1689 and
Commerce which provides that the private
1691 contain, in substance, the provisions of
property of the partners shall not be taken until
articles 140 and 141 of the Code of Commerce. It
the partnership property has been exhausted.
is to be noticed that these articles are found in
But this article furnishes to argument in support
section 1 of Chapter II [Title VIII] of Book IV. That
of the appellee's claim. An action can be
section treats of the obligations of the partners
maintained against the partnership and
between themselves. The liability of the partners
partners, but the judgment should recognize the
as to third persons is treated in a distinct section,
rights of the individual partners which are
namely, section 2, comprising articles from 1697
secured by said article 237.
to 1699.

If industrial partners in commercial partnerships


are not responsible to third persons for the debts
of the firm, then industrial partners in civil
partnerships are not. Waiving the question as to