MAXIMO GUIDOTE v.

ROMANA BORJA
(administratrix of the estate of Narciso Santos)1928 / Ostrand
FACTS
Maximo Guidote and Narciso Santos formed in 1918
a partnership business under the name of Taller Sinukuan, in which Santos
was the capitalist partner and Guidote was the industrial partner. Santos died in
1920. Guidote failed to liquidate the affairs of the
partnership and to render an account thereof to Borja, the administratrix of Santos
estate.

Guidote brought an action against Borja to recover a sum of money

[9k~], a part of which was alleged to be the netprofits from the business due
Guidote, and the rest of the sum consisting of advances allegedly made by Guidote.
Borja admitted
the partnerships existence and prayed that Guidote be ordered to render an
accounting and to pay the estate 25k as net
profits, credits, and property pertaining to Santos.Guidote called several witnesses
and introduced a so-called accounting and a mass of documentary evidence
,which was so hopelessly and inextricably confused that the court could not
consider it of much probative value.
The courtdismissed Guidote

s complaint and absolved Borja.

Guidote was ordered to render a full and complete accounting, verified byvouchers,
of the partnership business.
Guidote rendered an account prepared by one Tomas Alfonso, a public accountant.
Numerous objections werepresented by Borja.
The court disapproved the account and ordered that Borja submit an accounting
from the date of thecommencement of the partnership up to the time the business
was closed.

Borja presented an account and liquidation prepared by a public accountant,

Santiago A. Lindaya, showing abalance of P29k~ in
Borjas [Santos est
ate] favor.
At the hearing, Borja introduced the public accountant Jose Turiano Santiagoto
testify as to the results of an audit made by him of the partnership accounts.
Santiago testified that he had prepared a separateaccounting or liquidation similar
in results to that prepared by Lindaya, but with a few differences in the sums total. [
Computation:
Santos is a creditor of the Taller Sinukuan in the sum of P26k. Guidote is a debtor to
the Taller Sinukuan in the sum of P20k.]
In order to contradict the conclusions of the two public accountants, Guidote
presented Tomas Alfonso and thebookkeeper, Pio Gaudier, as witnesses.

The trial court judge said that the testimonies of these witnesses are unreliable.

Tomas Alfonso
is the same public accountant who filed the liquidation Exhibit O on behalf of
Guidote, in relation tothe partnership business, which liquidation was disapproved
by this court in a decision. The judge did not believe
Alfonsos proposition that Guidote, a
mere industrial partner, notwithstanding his having received 21k on the various jobs
and contracts of the business had actually expended and paid out 63k, of 44k in
excess of the gross receipts ofthe business. It materially contradicts
Guidotes
allegations to the effect that the advances that he [Guidote] madeamounted only to
2k.

Pio Gaudier

is the same bookkeeper who prepared three entirely separate and distinct
liquidation for the samepartnership business, and the court found that the
testimony given by him at the last hearing is confusing,contradictory and unreliable.

Other witnesses were given scant consideration

Chua Chak can neither read nor write English, Spanish, orTagalog; Claro Reyes was
forced to admit that a certain exhibit was not the original.
The court gave credence to the conclusions reached by the public accountants
presented by Borja. Guidote wasordered to pay P26k to Borja, with legal interest,
plus costs.ISSUE & HOLDING
WON the trial court is correct in ordering Guidote to pay P26k to Borja.
YESRATIO
There may be some merit in
Guidotes
contention that the dismissal of his complaint was premature. The better practice
would beento let the complaint stand until the result of the liquidation of the
partnership affairs was known. But under the circumstances, noharm was done by
the dismissal of
Guidotes
complaint.
GUIDOTES ARGUMENT

Since Santos, up to the time of his death, generally took care of the
partnerships
payments and collections, his legalrepresentatives were under the obligation to
render accounts of the operations, notwithstanding the fact that Guidote was in
chargeof the business subsequent to the death of Santos.
GUIDOTES ARGUMENT IS UNAVAILING
Wahl v. Donaldson Sim & Co.
The death of one of the partners dissolves the partnership, but that the liquidation
of its affairs is by law entrusted, not to theexecutors of the deceased partner, but to
the surviving partners or the liquidators appointed by them.

The rule for the conduct of a surviving partner

In equity, surviving partners are treated as
trustees
of the representatives of the deceased partner, with regard to the interest of
thedeceased partner in the firm. As a consequence of this trusteeship, surviving
partners are held in their dealings with the firm assetsand the representatives of the
deceased to that nicety of dealing and that strictness of accountability required of
and incident to theposition of one occupying a confidential relation. It is the duty of
surviving partners to render an account of the performance of theirtrust to the
personal representatives of the deceased partner, and to pay over to them the
share of such deceased member in thesurplus of firm property, whether it consists
of real or personal assets.Guidote failed to observe this rule, and he is not in
position to complain if his testimony and that of his witnesses is discredited