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Rojas v.

Maglana
Facts:
Maglana and Rojas executed their Articles of Co-Partnership called Eastcoast Development
Enterprises (EDE). It was a partnership with an indefinite term of existence. Maglana shall manage
the business affairs while Rojas shall be the logging superintendant and shall manage the logging
operation. They shall share in all profits and loss equally. Due to difficulties encountered they decided
to avail of the sources of Pahamatong as industrial partners. They again executed their Articles of CoPartnership under EDE. The term is 30 years. After sometime Pamahatong sold his interest to
Maglana and Rojas including equipment contributed. After withdrawal of Pamahatong, Maglana and
Rojas continued the partnership. After 3 months, Rojas entered into a management contract with
another logging enterprise. He left and abandoned the partnership. He even withdrew his equipment
from the partnership and was transferred to CMS. He never told Maglana that he will not be able to
comply with the promised contributions and he will not work as logging superintendent. Maglana then
told Rojas that the latter share will just be 20% of the net profits. Rojas took funds from the
partnership more than his contribution. Thus, Maglana notified Rojas that he dissolved the
partnership.
Issue: What is the nature of the partnership and legal relationship of Maglana and Rojas after
Pahamatong retired from the second partnership
Ruling:
It was not the intention of the partners to dissolve the first partnership, upon the constitution of the
second one, which they unmistakably called additional agreement. Otherwise stated even during the
existence of the second partnership, all business transactions were carried out under the duly
registered articles. No rights and obligations accrued in the name of the second partnership except in
favor of Pahamatong which was fully paid by the duly registered partnership.