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CASES Partnership

CASES Partnership

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02/26/2014

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TUASON & SAN PEDRO,
plaintiffs-appellees,vs.
GAVINA ZAMORA & SONS,
defendants-appellants.
Del Pan and Ortigas for appellants.
 
Palma, Gerona and Mercado for appellees.
 
MAPA,
J.: 
 Don Mariano Tuason and Don Manuel Garcia San Pedro had entered into a mercantilepartnership
en comandita 
with Luis Vives, under the firm name of "Luis Vives & Co." By the death ofLuis Vives the partnership was dissolved, and was then reorganized under the name of "Tuason &San Pedro" on the 31st of December, 1898, composed solely of the surviving partners. This
 
partnership assumed the business of the former partnership as wood sawyers and building
 
contractors, the liability of the firm being made retroactive to the 11th of July, 1897. In February,1898, Don Mariano Tuason entered into the contract with Don Juan Feliciano upon which this caseturns, the contract being for the construction of a house. He did not mention in the contract that itwas made on behalf of the firm of Tuason & San Pedro. In the protest, dated the 23d day of June,
 
1898, it is seen that Don Manuel San Pedro makes this protest with respect to the delivery of the
 
house, and makes it on behalf of the firm of "Tuason & San Pedro," the manager of which, DonMariano Tuason, says Don Manuel San Pedro had contracted for the building. On the 25th ofAugust, 1900, Tuason & San Pedro brought this action. Objection having been made to the right ofthe plaintiff partnership to sue, the question must be determined whether a partnership can maintain
 
an action in its own behalf upon a contract entered into by one of the partners in his own name, thus
 
binding the third person who contracted with this partner.The purpose of the complaint is the recovery of the price of the house built. The entire question isreduced to these terms: Should this payment be made to the partnership?The following facts had been made to appear of record before the exception was taken: (1) That thepartnership claimed to be the owner of this credit by its protest against default. (2) That it was in thepossession of the document evidentiary of the credit and others connected with it, such as the
 
notarial record of demand for payment made by the partner Tuason, and the record made of the
 
offer to deliver the keys of the house, prepared at the instance of Tuason. (3) That the attorneyappearing for the partnership held a power of attorney from the partnership, executed by Tuason asmanaging partner. There can not, therefore, by any duality, any incompatibility, or repetition of
 
action. Everything which Tuason might have done is being done by the partnership, and after what
 
the partnership has done Tuason can do nothing. The action being a solidary one, therefore, theresult is the same whether it has been brought by Tuason & San Pedro or by Tuason alone."Payment should be made to the person in whose favor the obligation is constituted, or to someother person authorized to receive it in his name." (Art. 1162 of the Civil Code.)"The first of these cases," says Manresa, "the most natural and simple, refers not only to the personwho may have been the creditor at the time the obligation was created but rather to the person whois the creditor at the time payment is due. . . . That the principle laid down by the code has this widemeaning is demonstrated by the fact that it has no rules, as have other codes (for instance, theArgentine code) which expressly authorized heirs, assignees, and subrogated creditors to demand
 
payment, and the right of these persons being unquestionable they must be regarded as included inthe first part of article 1162, because, although the obligation was not created in their favor, it hassubsequently resulted that its constitutions is to their benefit." (Manresa, Commentaries on the CivilCode, vol. 8, p. 252.)
 
When process was served upon the defendant to answer the complaint, it could be seen that theplaintiff was not an heir, an assignee, or a subrogated creditor, physically distinct from the person
 
who made the contract, but this very same person, also bringing with him into the case theresponsibility of a general partnership, which, far from declining to entertain the exceptions, set-offs,and counter claims which might be available against the original creditor, undertakes to defendagainst them as the original, actual, and sole creditor.Hence it is that the defense of the defendant is by no means limited, nor will the effects of thepayment be frustrated. Furthermore, it is evident that although Tuason may have operated in hisown name, it certainly was not with his own private funds. Therefore it was that this contract was
 
communicated to the partnership which became responsible therefor. (Art. 134, Code of
 
Commerce.)In view of the understanding and agreement between Tuason and the partnership, shown by thefacts stated, the responsibility of the partner Tuason being included in the responsibility of Tuason &
 
San Pedro, the liability of the firm is not less than the personal liability of the partner, as thepartnership was a general one. And the action brought by the firm being simply the action in favor ofthe partner assumed by the firm as the result of the assumption of the business and the filing of thecomplaint, the exception, practically speaking, is entirely unnecessary, although, from a theoreticalpoint of view, it might perhaps be supported. We therefore decide that the action brought by the
 
partnership will lie, and the payment which may be made to the partnership upon the circumstancesstated will be perfectly legal.The legal grounds on which paragraph 8 of the conclusions of law of the appealed judgment was
 
based, are hereby modified to conform to the preceding opinion, and so modified we accept thefindings of fact and the conclusions of law of the court below, with the following amendment: Thatpart of the first conclusion of law which reads, "the owner of the property, Don Juan Feliciano, and,by reason of his death, his heirs, now defendants, are bound to pay the entire price agreed upon
 
with the contractor, as the work was terminated and
delivered 
," being amended to read as follows:"The owner, Don Juan Feliciano, and, by his death, his heirs, now defendants, are bound to pay allthe price agreed upon to the contractor, because the house burned
after the work terminated, and after the defendants had become in default with respect to their obligation to receive it 
," for althoughit is evident, as stated in the seventh conclusion of law, that the contractor has done everythingincumbent upon him for the delivery of the house, it is none the less true, as a matter of fact, that no
 
such delivery took place.We therefore affirm the judgment below, with costs in this instance to the appellant. So ordered.
Arellano, C.J., Torres, Cooper, Willard and Ladd, JJ.,
concur.
McDonough, J.,
did not sit in this case.
G.R. No. 1472 September 30, 1905
 
E.J. SMITH AND RAFAEL REYES, proprietors of the Philippine Gas LightCompany,
plaintiffs-appellees,vs.
JACINTA LOPEZ AND IGNACIA LOPEZ DE PINEDA,
defendants-appellants.
 
Gregorio Pineda for appellants.Lionel D. Hargis for appellees.
 
TORRES,
J.
:
 On November 19, 1902, Messrs. Smith and Reyes, as proprietors of the Philippine GasLight Company, brought this action against the defendant sisters, Jacinta and IgnaciaLopez de Pineda, to recover from them the sum of 3,270 pesos, Mexican currency, withinterest due thereon and costs of proceedings, for work performed in connection withthe installation of a water system, urinals, closets, shower baths, and drain pipes in thehouse at No. 142 Calle Dulumbayan, district of Santa Cruz, the same being the propertyof the defendants. The plaintiffs alleged that they had complied with the agreementmade with the father of the defendants, the administrator of the property, and that thelabor performed and the material used were reasonably worth the sum of 4,020 pesos,Mexican currency, of which sum they acknowledged having received 750 pesos, andprayed that judgment be entered against the defendants and in favor of the plaintiffs forthe sum of 3,270 pesos, together with accrued interest and costs of proceedings,defendants having refused to pay the same as agreed.Attorney Gregorio Pineda appeared in behalf of the defendants, denied all the facts setout in the complaint, and alleged that it did not appear from the pleadings that plaintiffshad ever entered into a mercantile partnership under the aforesaid name and style, orthat any such partnership legally existed; that Nicasio Lopez was not the administratornor was he empowered by the defendants to make any contract for repairs andimprovements to and in the said house; that there was no allegation as to the extentand importance of the work performed on the premises nor as to the quality or quantityof the materials used; that the work was not reasonably worth 4,020 pesos; and that,assuming that plaintiffs had performed work in the said house pursuant to an agreementwith Nicasio Lopez, without defendants' authority, the defendants set up a counterclaimfor 600 pesos, Mexican currency, for damages caused to the house as a result of saidwork. Defendants finally prayed that the complaint be dismissed and that plaintiffs beordered to pay the costs of proceedings and the amount of the counterclaim.The court, after considering the allegations made and the evidence introduced by bothparties, on April 3, 1903, entered judgment against the defendants and in favor of theplaintiffs for the sum of 2,717.40 pesos, local currency, and accrued interest thereon atthe legal rate of 6 per cent per annum, from November 19, 1902, and costs ofproceedings. To this judgment defendants duly excepted, having first moved for a newtrial.This is an action upon a contract to recover for labor performed on the premises, No.142 Calle Dulumbayan, district of Santa Cruz, in connection with the installation of awater system, urinals, water-closets, shower baths, and drain pipes. The contract inquestion was entered into between one of the plaintiffs and Nicasio Lopez, the father ofthe defendants, who was at the time in charge of the house and cared for the same for

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