Issue: W/N Abad Santos is a partner. Held: Yes, Abad Santos is a partner.

The partners are estopped from denying the articles of partnership because they admitted its genuiness and due execution. Even if it were erroneous, they failed to assail it for 8 years. Such failure shows their assent to the said articles. In addition, the partners alleged that being a judge, she cannot be an industrial partner since industrial partners are not allowed to engage in another business or profession. The SC held that such allegation has no merit because Abad Santos complied with her obligation to the partnership. The partners also failed to exercise their right of exclusion for 9 years. This shows that the argument of engaging in another profession is a mere afterthought and that the partnership actually allowed Abad Santos to exercise her profession. (Please take note of Art. 1789 of Civil Code: An industrial partner cannot engage in business for himself, unless the partnership expressly permits him to do so; and if he should do so, the capitalist partners may either exclude him from the firm or avail t themselves of the benefits which he may have obtained in violation of this provision, with a right to damages in either case.)

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