PETITION FOR AUTHORITY TO CONTINUE USE OF THE FIRM NAME “SYCIP,

SALAZAR, FELICIANO, HERNANDEZ & CASTILLO".

PETITION FOR AUTHORITY TO CONTINUE USE OF THE FIRM NAME “SYCIP,
SALAZAR, FELICIANO, HERNANDEZ & CASTILLO.”
July 30, 1979

Facts:
Petitions were filed by the surviving partners of Atty. Alexander Sycip, who died on May 5,
1975 and by the surviving partners of Atty. Herminio Ozaeta, who died on February 14, 1976,
praying that they be allowed to continue using, in the names of their firms, the names of partners
who had passed away.
Petitioners contend that the continued use of the name of a deceased or former partner when
permissible by local custom, is not unethical but care should be taken that no imposition or
deception is practiced through this use. They also contend that no local custom prohibits the
continued use of a deceased partner’s name in a professional firm’s name; there is no custom or
usage in the Philippines, or at least in the Greater Manila Area, which recognizes that the name
of a law firm necessarily identifies the individual members of the firm.
Issue:
WON the surviving partners may be allowed by the court to retain the name of the partners who
already passed away in the name of the firm? NO

Held:
In the case of Register of Deeds of Manila vs. China Banking Corporation, the SC said:
The Court believes that, in view of the personal and confidential nature of the relations between
attorney and client, and the high standards demanded in the canons of professional ethics, no
practice should be allowed which even in a remote degree could give rise to the possibility of
deception. Said attorneys are accordingly advised to drop the names of the deceased partners
from their firm name.
The public relations value of the use of an old firm name can tend to create undue advantages
and disadvantages in the practice of the profession. An able lawyer without connections will
have to make a name for himself starting from scratch. Another able lawyer, who can join an old
firm, can initially ride on that old firm’s reputation established by deceased partners.
The court also made the difference from the law firms and business corporations:
A partnership for the practice of law is not a legal entity. It is a mere relationship or association
for a particular purpose. … It is not a partnership formed for the purpose of carrying on trade or
business or of holding property.” Thus, it has been stated that “the use of a nom de plume,
assumed or trade name in law practice is improper.
We find such proof of the existence of a local custom, and of the elements requisite to constitute
the same, wanting herein. Merely because something is done as a matter of practice does not
mean that Courts can rely on the same for purposes of adjudication as a juridical custom.
Petition suffers legal and ethical impediment.

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VILLAREAL V. RAMIREZ

Facts:

In 1984, Villareal, Carmelito Jose and Jesus Jose formed a partnership with a capital of
P750,000for the operation of a restaurant and catering business. Respondent Ramirez joined as a
partner in the business with the capital contribution of P250,000. In 1987, Jesus Jose withdrew
from the partnership and within the same time, Villareal and Carmelito Jose, petitioners closed
the business without prior knowledge of respondents In March 1987, respondents wrote a letter
to petitioners stating that they were no longer interested in continuing the partnership and that
they were accepting the latter’s offer to return their capital contribution. This was left unheeded
by the petitioners, and by reason of which respondents filed a complaint in the RTC.RTC ruled
that the parties had voluntarily entered into a partnership, which could be dissolved at any time,
and this dissolution was showed by the fact that petitioners stopped operating the restaurant. On
appeal, CA upheld RTC’s decision that the partnership was dissolved and it added that
respondents had no right to demand the return of their capital contribution. However since
petitioners did not give the proper accounting for the liquidation of the partnership, the CA took
it upon itself to compute their liabilities and the amount that is proper to the respondent. The
computation of which was:(capital of the partnership – outstanding obligation) / remaining
partners =amount due to private respondent

Issue: W/N petitioners are liable to respondents for the latter’s share in the partnership?

Ruling:

No. Respondents have no right to demand from petitioner the return of their equity share. As
found by the court petitioners did not personally hold its equity or assets. “The partnership has a
juridical personality separate and distinct from that of each of the partners.” Since the capital was
contributed to the partnership, not to petitioners, it is the partnership that must refund the equity
of the retiring partners. However, before the partners can be paid their shares, the creditors of the
partnership must first be compensated. Therefore, the exact amount of refund equivalent to
respondents’ one-third share in the partnership cannot be determined until all the partnership
assets will have been liquidated and all partnership creditors have been paid. CA’s computation
of the amount to be refunded to respondents as their share was thus erroneous.
LA COMPAÑIA MARITIMA v. MUÑOZ
LA COMPAÑIA MARITIMA v. MUÑOZ
G.R. No. L-3704; December 12, 1907
Ponente: J. Willard

FACTS:

On the 31st day of March, 1905, the defendants Francisco Muñoz, Emilio Muñoz, and Rafael
Naval formed on ordinary general mercantile partnership under the name of Francisco Muñoz &
Sons for the purpose of carrying on the mercantile business in the Province of Albay which had
formerly been carried on by Francisco Muñoz.

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In the articles of partnership, it is expressly stated that they have agreed to form, and do form, an
ordinary, general mercantile partnership. The object of the partnership, as stated in the fourth
paragraph of the articles, is a purely mercantile one and all the requirements of the Code of
Commerce in reference to such partnership were complied with. The articles of partnership were
recorded in the mercantile registry in the Province of Albay.

Rafael Naval was entitled by the articles of agreement to a fixed salary of P2,500 as long as he
was in charge of the branch office established at Ligao

The argument of the appellees seems to be that, because no yearly or monthly salary was
assigned to Emilio Muñoz, he contributed nothing to the partnership and received nothing from
it.

ISSUE:
Whether Muñoz is liable to third person even if he is an industrial partner

HELD:

Yes, Muñoz is liable to third persons even if he is an industrial partner.

The Supreme Court held that in limited partnership, the Code of Commerce recognizes a
difference between general and special partners, but in a general partnership there is no such
distinction — all the members are general partners. The fact that some may be industrial and
some capitalist partners does not make the members of either of these classes alone such general
partners.

Our construction of the article is that it relates exclusively to the settlement of the partnership
affairs among the partners themselves and has nothing to do with the liability of the partners to
third persons; that each one of the industrial partners is liable to third persons for the debts of the
firm; that if he has paid such debts out of his private property during the life of the partnership,
when its affairs are settled he is entitled to credit for the amount so paid, and if it results that
there is not enough property in the partnership to pay him, then the capitalist partners must pay
him.

Our conclusion is upon this branch of the case that neither on principle nor on authority can the
industrial partner be relieved from liability to third persons for the debts of the partnership

SUBJECT: PARTNERSHIPJO CHUNG CANG ET AL.,

partners
, vs. PACIFIC COMMERCIAL COMPANY ET AL
G.R. No. 19892 September 6, 1923
Principle
: A limited partnership that does not comply with the registration requirements shallbe treated as
a general partnership in which all the members are liable for partnership debts

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Facts
:Pacific Commercial Company, et al., as creditors to Teck Seing & Co., Ltd., filed a motion in
which the Court was ordered was prayed to enter an order to (1)Declare the individual partners
as parties to this proceeding; (2) Require each of the said partners to file an inventory of his
property pursuant to the provisions of Section 51 of Act No. 1956; and (3) Adjudicate as
insolvent debtors, each of the said partners in the proceeding. The said motion was filed by
the creditors following Teck Seing & Co., Ltd.’s application to be adjudged insolvent.
The
trial judge first granted the motion, but following the renewal of the opposition, denied it. Thecre
ditors now appeal from the order of the trial judge denying their motion. The counsel for
petitioners argue that Teck Seing & Co., Ltd. is not a corporation but a sociedad en comandita or
a limited partnership basing on the provisions of the articles of partnership. On the other hand,
the creditor-appellants contend that the partnership contract established a general partnership.
Issue
:WON Teck Seing & Co., Ltd., should be treated as a general partnership notwithstanding the
failure of the firm name to include the name of one of the partners
Held
:The court held that Teck Seing appeared to have fulfilled the requirements stated in Article
119of the Code of Commerce which requires every commercial association before beginning its
business to state its articles, agreements, and conditions in a public instrument, which shall be
presented for record in the mercantile registry. In applying the provisions of Article 120 of the
same Code, which provides that the persons in charge of the management of the association who
violate the provisions of the foregoing article shall be responsible in solidum to the persons not
members of the association with whom they may have transacted business in the name of
the association, the Court has held that to permit the creditors only to look to the person in
charge of the management of the association, the partner Lim Yogsing, would not prove very
helpful to them.
On the question of whether the fact that the frim name, Teck Seing & Co., Ltd., does not contain
the name of all or any of the partners as prescribed by the Code of Commerce prevents
the creation of a general partnership, the Court cited the stance of Professor Jose A.Espiritu, as
amicus curiae, which in essence states that the doctrine of substantialcompliance1 prevails and
the legal intention deducible from the acts of the parties controls in determining the existence of
a partnership. In this case, it appears that the intention of the persons comprising Teck Seing &
Co., Ltd. is to establish a partnership which they erroneously denominated as limited which
would result to an avenue to escape liability for possible losses. The provisions of the Code of
Commerce as to general partnerships provide that if a firm is insolvent but one or more of the
partners are solvent, the creditors may proceed both against the firm and against the solvent
partner or partners, exhausting the assets of the firm before seizing the property of the partners.
The Court in this case, had ruled that the object of article 126 of the Code of Commerce in
requiring a general partnership to transact business under the name of all its members, of several
of them, or of one only, is to protect the public from imposition and fraud; and that the provision
of said article 126 is for the protection of the creditors rather than of the partners themselves.
individual liability to them

Antonio C. Goquilay, ET AL. vs. Washington Z. Sycip, ET AL.

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Antonio C. Goquilay, ET AL. vs. Washington Z. Sycip, ET AL. GR NO. L-11840,
December 10, 1963

FACTS:

Tan Sin An and Goquiolay entered into a general commercial partnership under the partnership
name “Tan Sin An and Antonio Goquiolay” for the purpose of dealing in real estate. The
agreement lodged upon Tan Sin An the sole management of the partnership affairs. The lifetime
of the partnership was fixed at ten years and the Articles of Co-partnership stipulated that in the
event of death of any of the partners before the expiration of the term, the partnership will not be
dissolved but will be continued by the heirs or assigns of the deceased partner. But the
partnership could be dissolved upon mutual agreement in writing of the partners. Goquiolay
executed a GPA in favor of Tan Sin An. The plaintiff partnership purchased 3 parcels of land
which was mortgaged to “La Urbana” as payment of P25,000. Another 46 parcels of land were
purchased by Tan Sin An in his individual capacity which he assumed payment of a mortgage
debt for P35K. A downpayment and the amortization were advanced by Yutivo and Co. The two
obligations were consolidated in an instrument executed by the partnership and Tan Sin An,
whereby the entire 49 lots were mortgaged in favor of “Banco Hipotecario”
Tan Sin An died
leaving his widow, Kong Chai Pin and four minor children. The widow subsequently became the
administratrix of the estate. Repeated demands were made by Banco Hipotecario on the
partnership and on Tan Sin An. 
Defendant Sing Yee, upon request of defendant Yutivo Sons ,
paid the remaining balance of the mortgage debt, the mortgage was cancelled Yutivo Sons and
Sing Yee filed their claim in the intestate proceedings of Tan Sin An for advances, interest and
taxes paid in amortizing and discharging their obligations to “La Urbana” and “Banco
Hipotecario.” Kong Chai Pin filed a petition with the probate court for authority to sell all the 49
parcels of land. She then sold it to Sycip and Lee in consideration of P37K and of the vendees
assuming payment of the claims filed by Yutivo Sons and Sing Yee. Later, Sycip and Lee
executed in favor of Insular Development a deed of transfer covering the 49 parcels of
land.
When Goquiolay learned about the sale to Sycip and Lee, he filed a petition in the
intestate proceedings to set aside the order of the probate court approving the sale in so far as his
interest over the parcels of land sold was concerned. Probate court annulled the sale executed by
the administratrix w/ respect to the 60% interest of Goquiolay over the properties Administratrix
appealed.
The decision of probate court was set aside for failure to include the indispensable
parties. New pleadings were filed. The second amended complaint prays for the annulment of the
sale in favor of Sycip and Lee and their subsequent conveyance to Insular Development. The
complaint was dismissed by the lower court hence this appeal.

ISSUE/S: Whether or not a widow or substitute become also a general partner or only a limited
partner. Whether or not the lower court err in holding that the widow succeeded her husband Tan
Sin An in the sole management of the partnership upon Tan’s death Whether or not the consent
of the other partners was necessary to perfect the sale of the partnership properties to Sycip and
Lee?

HELD:

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Kong Chai Pin became a mere general partner. By seeking authority to manage partnership
property, Tan Sin An’s widow showed that she desired to be considered a general partner. By
authorizing the widow to manage partnership property (which a limited partner could not be
authorized to do), Goqulay recognized her as such partner, and is now in estoppel to deny her
position as a general partner, with authority to administer and alienate partnership property. The
articles did not provide that the heirs of the deceased would be merely limited partners; on the
contrary, they expressly stipulated that in case of death of either partner, “the co partnership will
have to be continued” with the heirs or assignees. It certainly could not be continued if it were to
be converted from a general partnership into a limited partnership since the difference between
the two kinds of associations is fundamental, and specially because the conversion into a limited
association would leave the heirs of the deceased partner without a share in the management.
Hence, the contractual stipulation actually contemplated that the heirs would become general
partners rather than limited ones.

Island sales inc vs. United Pioneers genereal construction

Facts: United Pioneers General Construction Company is a general partnership formed by
Benjamin Daco, Daniel Guizona, Noel Sim, Augusto Palisoc and Romulo Lumauig. In 1961,
United Pioneers purchased by installment a motor vehicle from Island Sales, Inc. United
Pioneers defaulted in its payment hence it was sued and the 5 partners were impleaded as co-
defendants. Upon motion of Island Sales, Lumauig was removed as a defendant. United Pioneers
lost the civil case and the trial court rendered judgment ordering United Pioneers to pay the
outstanding balance plus interest and costs. It further decreed that the remaining 4 co-defendants
shall pay Island Sales in case United Pioneers’ property will not be enough to satisfy its
indebtedness to Island Sales.

ISSUE: What is the extent of the liability of the partners considering that one partner was
removed as a co-defendant on motion of Island Sales?

HELD: Their liability is pro-rata pursuant to Article 1816 of the Civil Code. But is should be
noted that since there were 5 partners when the purchase was made in behalf of the partnership,
the liability of each partner should be 1/5th (of the company’s obligation) each. The fact that the
complaint against Lumauig was dismissed, upon motion of the Island Sales, does not unmake
Lumauig as a general partner in the company. In so moving to dismiss the complaint, Island
Sales merely condoned Lumauig’s individual liability to them

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