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firm composed of Willy Co and Emmanuel

Benjamin Yu vs. National Labor Zapanta in 1988. This is based on the following
Relations Commission (NLRC) provisions:
Art. 1828. The dissolution of partnership is the
FACTS: change in the relation of the partners caused by
Petitioner Yu was hired as the Assistant General any partner ceasing to be associated in the
Manager of Jade Mountain Products Company carrying on as a distinguished from the winding
Limited primarily responsible for the overall up of the business.
operations of marble quarrying and export Art. 1830. Dissolution is caused:
business of said partnership. He was hired by a 1. without violation of the agreement
virtue of a Partnership Resolution in 1985 with a between the partners;
monthly salary of P4,000.00. Initially he received b. by the express will of any partner, who
only half of his stipulated monthly salary and was must act in good faith, when no definite term or
promised by the partners that the balance would particular undertaking is specified.
be paid upon securing additional operating funds 2. in contravention of the agreement
from abroad. However, in 1988 without his between the partners, where the circumstances do
knowledge the general partners as well as one of not permit a dissolution under any
the limited partners sold and transferred their other provision of this article, by the express will
interest to Willy Co and Emmanuel Zapanta. Thus of any partner at any time;
the new major partners decided to transfer the
firms main office but opted to continue the However, the legal consequence of dissolution of
operation of the old partnership under its old firm a partnership do not automatically result in the
name and with all its employees and workers termination of the legal personality of the old
except for the petitioner. Upon knowing of the partnership as according to Art. 1829, on
changes in the partnership, petitioner went to the dissolution of the partnership is not terminated,
new main office to meet the new partners and but continues until the winding up of the
demand the payment of his unpaid salaries, but the partnership affairs is completed. The new
latter refused to pay him and instead informed him partnership simply continued the operations of the
that since he bought the business from the original old partnership under its old firm name without
partners, it was for him to decide whether or not winding up the business affairs of the old
he was responsible for the obligations of the old partnership.
partnership including petitioners unpaid salaries.
Hence, petitioner was dismissed from said
partnership. 2. Yes. Under Art. 1840, creditors of the old
partnership are also creditors of the new
ISSUES: partnership which continued the business of
1. Whether the partnership which had hired former without liquidation of the partnership
the petitioner as Asst. General Manager had been affairs. Thus, creditor of the old Jade Mountain,
extinguished and replaced by a new partnership such as the petitioner is entitled to enforce his
composed of Willy Co and Emmanuel Zapanta. claim for unpaid salaries, as well as other claims
2. Whether petitioner could assert his rights relating to his employment with the old
under his employment contract as against the new partnership against the new Jade Mountain.
partnership ------------------------------------------------------------------------

HELD:
1. Yes. The legal effect of the changes in the
membership of the partnership was the dissolution
of the old partnership which had hired the
petitioner in 1984 and the emergence of the new