ALFREDO N. AGUILA, JR, petitioner, vs.

HONORABLE COURT OF APPEALS and

FELICIDAD S. VDA. DE ABROGAR, respondents.

1.) The partnership has a separate juridical personality, it is different from its
individual members.
2.) The partnership can acquire and convey property in its own name.
3.) It can be sued and sue under a partnership name.
4.) It can enter into contracts and incur obligations under its name.
5.) Because of this separate juridical personality, the partners cannot be held
liable for a transaction entered into under the partnership name.
6.) The partnership as in the case of all partners can be held liable up to the extent
of their personal property only if the partnership assets is not enough to pay
for its debts. They are liable pro-rata. Except that of an industrial partner who
only shares in the profits and not in the losses.
Facts:

-AC Aguila & Sons Co. (a partnership) thru petitioner, entered into a contact of sale of certain
real property, with right to repurchase, with the private respondent and her late husband,
Ruben M. Abrogar.

-Private respondent failed to repurchase the property within the grace period. Hence, pursuant
to the special power of attorney executed by the respondent in the event she failed to redeem
the property, petitioner caused the cancellation of TCT No. 195101 and the issuance of a new
certificate of title in the name of A.C. Aguila and Sons, Co.
-Upon demand by the petitioner, respondent refused to vacate the property which led the
petitioner to file an ejectment case against her in the MTC- Marikina, Metro Manila which
decided in favor of the petitioner.
-Respondent then filed a petition for declaration of nullity of a deed of sale against petitioner
Alfredo N. Aguila, Jr.(manager of Aguila & Sons) with the RTC-Marikina, Metro Manila, she
averred that the signature of her husband was forged.
-RTC dismissed the case, but the CA reversed the decision saying that the transaction between
plaintiff-appellant and defendant-appellee is indubitably an equitable mortgage.

Issue:

WON the partnership Aguila & Sons is not necessary to pleaded in the petition for annulment
of Deed of Sale.

Held:
No, a partnership has a juridical personality separate and distinct from that of each of the
partners. The partners cannot be held liable for the obligations of the partnership unless it is
shown that the legal fiction of a different juridical personality is being used for fraudulent,
unfair, or illegal purposes. In this case, private respondent has not shown that A.C. Aguila &
Sons, Co., as a separate juridical entity, is being used for fraudulent, unfair, or illegal purposes .
Moreover, the title to the subject property is in the name of A.C. Aguila & Sons, Co. and the
Memorandum of Agreement was executed between private respondent, with the consent of her
late husband, and A. C. Aguila & Sons, Co., represented by petitioner. Hence, it is the
partnership, not its officers or agents, which should be impleaded in any litigation involving
property registered in its name. A violation of this rule will result in the dismissal of the
complaint.