Professional Documents
Culture Documents
ISSUE/HELD:
WON Aguila Jr. is the real party in interest
Aguila Jr., is the manager of A.C. Aguila &
Sons, Co., a partnership engaged in lending RULING:
activities. Felicidad Abrogar and her late
husband, Ruben M. Abrogar, were the NO, it is A.C. Aguila & Sons. Rule 3.2 of the
registered owners of a house and lot, in Rules of Court of 1964, under which the
Marikina, Metro Manila. complaint in this case was filed, provided
that every action must be prosecuted and
defended in the name of the real party in
interest. A real party in interest is one who
Felicidad with the consent of her late would be benefited or injured by the
husband, and A.C. Aguila & Sons, Co., judgment, or who is entitled to the avails of
represented by Aguila, entered into a the suit. Any decision rendered against a
Memorandum of Agreement, which person who is not a real party in interest in
provided that Felicidad has the right to the case cannot be executed. Hence, a
repurchase the lot from Aguila within 90 complaint filed against such a person should
days. If Felicidad fails to repurchase the lot be dismissed for failure to state a cause of
within the said period, Felicidad is obliged to action
deliver the property to Aguila within 15 days Under Art. 1768 of the Civil Code, a
and the MOA is deemed cancelled with the partnership has a juridical personality
Deed of absolute sale (N.B.: buyer in the separate and distinct from that of each of
contract is A.C.Aguila & Sons Co. not Aguilar the partners. The partners cannot be held
Jr., himself) taking its place which was liable for the obligations of the partnership
executed on the same day. Felicidad also unless it is shown that the legal fiction of a
executed an SPA authorizing Aguila to different juridical personality is being used
cause the cancellation of the earlier TCT for fraudulent, unfair, or illegal purposes. In
and issuance of new certificate in the name this case, Felicidad has not shown that A.C.
of A.C. Aguila & Sons, Co., in the event Aguila & Sons, Co., as a separate juridical
Felicidad failed to redeem the subject entity, is being used for fraudulent, unfair, or
property as provided in the MOA. illegal purposes. Moreover, the title to the
subject property is in the name of A.C.
Aguila & Sons, Co. and the Memorandum of
Agreement was executed between
Felicidad failed to redeem the property
Felicidad, with the consent of her late
within the 90-day period. Hence, pursuant to
husband, and A. C. Aguila & Sons, Co.,
the SPA mentioned above, Aguila Jr.,
represented by Aguila Jr. Hence, it is the
caused the cancellation of TCT No. 195101
partnership, not its officers or agents, which
and the issuance of a new certificate of title
should be impleaded in any litigation
in the name of A.C. Aguila and Sons, Co.
involving property registered in its name. A
Felicidad then received a letter from the violation of this rule will result in the dismissal
counsel for A.C. Aguila & Sons, Co., of the complaint.
demanding she vacate the premises within
Since Aguila Jr. is not the real party in
15 days after receipt of the letter and
interest against whom this action should be
surrender its possession peacefully to A.C.
prosecuted makes it unnecessary to discuss
Aguila & Sons, Co. Otherwise, the latter
the other issues raised by him.
would bring the appropriate action in court,
but Felicidad refused to vacate so A.C.
Aguila & Sons Co. filed an ejectment suit.
The MTC Marikina, RTC Pasig, CA, and SC- all
ruled in favor of A.C. Aguila & Sons
Felicidad filed a petition for declaration of
nullity of a deed of sale with the RTC
Marikina on December 4, 1993. She alleged
the signature of her husband on the deed of
sale was a forgery because he was already
dead when the deed was supposed to
have been executed on June 11, 1991.
G.R. No. L-25532 February 28, 1969 respondent William J. Suter and Julia Spirig
Suter and the subsequent sale to them by
COMMISSIONER OF INTERNAL the remaining partner, Gustav Carlson, of his
REVENUE, petitioner, participation of P2,000.00 in the partnership
vs. for a nominal amount of P1.00.
WILLIAM J. SUTER and THE COURT OF TAX
APPEALS, respondents. RULING
ISSUE
ISSUE - a professional
partnership has no good
WON the two law firms are entitled to will to be distributed
continue using the name or including the (based on individual skills)
name of their deceased partner.
A partnership for the
RULING practice of law cannot be
likened to partnerships
NO. formed by other
professionals or for
Petitions were DENIED - petitioners were business.
advised to drop the names "SYCIP" and
"OZAETA" from their respective firm names. 2. In regulating A partnership for the
Those names may, however, be included in other practice of law is not a
the listing of individuals who have been professions, legal entity. It is a mere
partners in their firms indicating the years such as relationship or association
during which they served as such. accountancy for a particular purpose. ...
and It is not a partnership
Petitioners' desire to preserve the Identity of engineering (a formed for the purpose of
their firms in the eyes of the public must bow profession carrying on trade or
to legal and ethical impediment requiring the business or of holding
same degree of property." Thus, it has
PETITIONER’S COURT’S RULING trust and been stated that "the use
ARGUMENT confidence), of a nom de plume (pen
1. Under the Although said parties the legislature name), assumed or trade
law, a were indeed in has authorized name in law practice is
partnership is partnerships with the the adoption of improper.
not prohibited deceased, the continued firm names
from continuing use in their partnership without any
its business names of the names of restriction as to
under a firm deceased partners will the use, in such
name which run counter to Article 1815 firm name, of
includes the of the Civil Code which the name of a
name of a provides: deceased
deceased partner
(Indication that well-publicized
no in all
fundamental newspapers of
policy is general
offended by circulation for
the practice in several days;
issue – the stationeries
characteristics now being used
of trade name) by them carry
(COMPARISON new
OF PRACTICE letterheads
OF LAW TO indicating the
OTHER years when
PARTNERSHIPS their respective
FORMED BY deceased
OTHER partners were
PROFESSIONALS connected with
OR FOR the firm;
BUSINESS). petitioners will
notify all
leading
3. The Canons It is true that Canon national and
of Professional 33 does not consider as international
Ethics are not unethical the continued law directories
transgressed by use of the name of a of the fact of
the continued deceased or former their respective
use of the partner in the firm name deceased
name of a of a law partnership when partners'
deceased such a practice deaths.
partner in the is permissible by local (Common
firm name of a custom but the Canon Knowledge and
law partnership warns that care should be Initiative to
(SEE CANON taken that no imposition inform the
33) /(AND 3.1. or deception is practiced public)
No local through this use.
custom 5. The U.S. Courts have
prohibits the It must be conceded that continued use consistently allowed the
continued use in the Philippines, no local of a deceased continued use of a
of a deceased custom permits or partner's name deceased partner's name
partner's name allows the continued use in the firm in the firm name of law
in a professional of a deceased or former name of law partnerships. But that is so
firm's name.) partner's name in the firm partnerships because it is sanctioned
names of law has been by custom.
... The partnerships. Firm names, consistently
continued use under our custom, Identify allowed by U.S. Not so in this jurisdiction
of the name of the more active and/or Courts and is an where there is no local
a deceased or more senior members or accepted custom that sanctions the
former partner partners of the law firm. practice in the practice.
when legal profession
permissible by of most Moreover, judicial
local custom, is countries in the decisions applying or
not unethical world. interpreting the laws form
but care should part of the legal
be taken that system. Deen and Perkins
no imposition or cases (issued its
deception is Resolutions directing
practiced lawyers to desist from
through this including the names of
use. deceased partners in their
firm designation) it laid
down a legal rule against
4. There is no Possibility of deception which no custom or
possibility of cannot be ruled out practice to the contrary,
imposition or (people might be guided even if proven, can
deception by the familiar ring in prevail.
because the seach of a distinguisehd This is not to speak of our
deaths of their lawyer) civil law which clearly
respective ordains that a partnership
deceased is dissolved by the death
partners were of any partner.
G.R. No. 109248 July 3, 1995 Castillo," is indeed such a partnership
need not be unduly belabored.
GREGORIO F. ORTEGA, TOMAS O. DEL
CASTILLO, JR., and BENJAMIN T. BACORRO The partnership agreement (amended
vs. articles of 19 August 1948) does not provide
HON. COURT OF APPEALS, SECURITIES AND for a specified period or undertaking. The
EXCHANGE COMMISSION and JOAQUIN L. "DURATION" clause simply states:
MISA
"5. DURATION. The partnership
FACTS shall continue so long as
mutually satisfactory and
On December 19, 1980, respondent Misa upon the death or legal
associated himself together, as senior incapacity of one of the
partner with petitioners Ortega, del Castillo, partners, shall be continued
Jr., and Bacorro, as junior partners. On Feb. by the surviving partners."
17, 1988, respondent Misa wrote a letter
stating that he is withdrawing and retiring The birth and life of a partnership at
from the firm and asking for a meeting with will is predicated on the mutual desire and
the petitioners to discuss the mechanics of consent of the partners. The right to choose
the liquidation. with whom a person wishes to associate
himself is the very foundation and essence
On June 30, 1988, petitioner filed a petition of that partnership. Its continued existence
to the Commission's Securities Investigation is, in turn, dependent on the constancy of
and Clearing Department for the formal that mutual resolve, along with each
dissolution and liquidation of the partner's capability to give it, and the
partnership. On March 31, 1989, the hearing absence of a cause for dissolution provided
officer rendered a decision ruling that the by the law itself.
withdrawal of the petitioner has not
dissolved the partnership. 2. Verily, any one of the partners may,
at his sole pleasure, dictate a
On appeal, the SEC en banc reversed the dissolution of the partnership at will.
decision of the Hearing Officer and held He must, however, act in good faith,
that the withdrawal of Attorney Joaquin L. not that the attendance of bad faith
Misa had dissolved the partnership of "Bito, can prevent the dissolution of the
Misa & Lozada." The Commission ruled that, partnership4 but that it can result in a
being a partnership at will, the law firm liability for damages.
could be dissolved by any partner at
anytime, such as by his withdrawal In passing, neither would the presence
therefrom, regardless of good faith or bad of a period for its specific duration or the
faith, since no partner can be forced to statement of a particular purpose for its
continue in the partnership against his will. creation prevent the dissolution of any
partnership by an act or will of a
The Court of Appeals, finding no reversible partner. Among partners,7 mutual agency
error on the part of respondent Commission, arises and the doctrine of delectus
AFFIRMED in toto the SEC decision and order personae allows them to have the power,
appealed from. although not necessarily the right, to dissolve
the partnership. An unjustified dissolution by
Hence, this petition. the partner can subject him to a possible
action for damages.
ISSUES
RULINGS
On May 26, 1966, the parties herein WON a partnership was established by and
entered into an Additional Cash Pledge among the petitioner and the private
Agreement with SHELL wherein it was respondents as regards the ownership and
reiterated that the P 15,000.00 advance or operation of the gasoline service station
rental shall be deposited with SHELL to cover business.
advances of fuel to petitioner as dealer with
a proviso that said agreement "cancels and RULING
supersedes the Joint Affidavit dated 11 April
1966 executed by the co-owners." 2
YES. The Joint Affidavit of April 11, 1966
(Exhibit A), clearly stipulated by the
For sometime, the petitioner members of the same family that the
submitted financial statements regarding P15,000.00 advance rental due to them
the operation of the business to private from SHELL shall augment their "capital
respondents, but therafter petitioner failed investment" in the operation of the gasoline
to render subsequent accounting. Hence station.
through Atty. Angeles, a demand was
made on petitioner to render an
Moreover other evidence in the record
accounting of the profits.
shows that there was in fact such
partnership agreement between the parties.
The financial report of December 31, This is attested by the testimonies of private
1968 shows that the business was able to respondent Remedies Estanislao and Atty.
make a profit of P 87,293.79 and that by the Angeles. Petitioner submitted to private
year ending 1969, a profit of P 150,000.00 respondents periodic accounting of the
was realized. business. 4 Petitioner gave a written authority
to private respondent Remedies Estanislao,
Thus, on August 25, 1970 private his sister, to examine and audit the books of
respondents filed a complaint in the Court their "common business' aming
of First Instance of Rizal against petitioner negosyo). 5 Respondent Remedios assisted
in the running of the business. There is no
doubt that the parties hereto formed a
partnership when they bound themselves to
contribute money to a common fund with
the intention of dividing the profits among
themselves.
G.R. No. L-18703 August 28, 1922 be predicated, this partnership must suffer
the consequences of such a failure, and
INVOLUNTARY INSOLVENCY OF CAMPOS must be adjudged insolvent.
RUEDA & CO., S. en C., appellee,
vs.
PACIFIC COMMERCIAL CO., ASIATIC
PETROLEUM CO., and INTERNATIONAL
BANKING CORPORATION,petitioners-
appellants.
FACTS
ISSUE
RULING
Issue:
Held:
No, it is dispensable.
REASONS