JO CHUNG CANG vs. PACIFIC COMMERCIAL Co.

Facts:
In an insolvency proceedings of petitioner-establishment, Sociedad
Mercantil, Teck Seing & Co., Ltd., creditors, Pacific Commercial and others
filed a motion with the Court to declare the individual partners parties to the
proceeding, for each to file an inventory, and for each to be adjudicated as
insolvent debtors.
Issue:
What is the nature of the mercantile establishment, Teck Seing & Co., Ltd.?
Held: The contract of partnership established a general partnership.
By process of elimination, Teck Seing & Co., Ltd. Is not a corporation nor an
accidental partnership (joint account association).
To establish a limited partnership, there must be, at least, one general
partner and the name of at least one of the general partners must appear in
the firm name. This requirement has not been fulfilled. Those who seek to
avail themselves of the protection of laws permitting the creation of limited
partnerships must the show a substantially full compliance with such laws. It
must be noted that all the requirements of the Code have been met w/ the
sole exception of that relating to the composition of the firm name.
The legal intention deducible from the acts of the parties controls in
determining the existence of a partnership. If they intend to do a thing w/c in
law constitutes a partnership, they are partners although their very purpose
was to avoid the creation of such relation. Here the intention of the persons
making up, Teck Seing & Co., Ltd. Was to establish partnership w/c they
erroneously denominated as a limited partnership.