Khalid Najim v. Levi De Mesa 1.
There is no provision under the Civil Code that
DOCTRINE: It is the withdrawal of a general partner, not
a limited partner, in a limited partnership, that operates the
dissolution of the partnership.
Partners: Levi De Mesa, Khalid Najim and James
Greenberg are partners of the limited partnership
International Skill Development Co. Ltd.
Facts:
1. De Mesa registered a business name –
International Skill Development Co. Ltd. (Phils.)
and together with Najim and Greenberg, the three
formed and organized such limited partnership
for the purpose of establishing a local and
development firm.
a. De Mesa is the general partner, while
Nijam and Greenberg are the limited
partners.
b. The articles of incorporation were duly
registered at the SEC.
c. The term of partnership is 10 years from
the execution of the agreement.
d. The partnership is engaged in the
business of labor recruitment for
overseas employment.
2. Najim wrote De Mesa a letter of formal notice of
his withdrawal from their partnership on the
alleged ground of repeated failure of De Mesa to
account for his management of the partnership.
De Mesa denied of such accusation.
3. Najim then issued a notice to the public through a
newspaper advertisement that the partnership has
been dissolved and sent letters to clients
informing them of the alleged dissolution.
4. Najim also filed for a petition for dissolution with
a prayer for injunction enjoining De Mesa and
Greenberg from continuing with the partnership.
5. De Mesa then filed a petition with the SEC for the
continuation of the partnership and sent a letter
informing of the withdrawal of Najim as partner.
Issue 1: Did the withdrawal of Najim dissolved the
partnership?
Ruling: NO
provides that a withdrawal or retirement of a partner shall
dissolve a limited partnership.
2. However, Art. 1860 provides that:
The retirement, death, insolvency, insanity or
civil interdiction of a general partner dissolves
the partnership, unless the business is continued
by the remaining general partners:
(1) Under a right so to do stated in the
certificate, or
(2) With the consent of all members.
3. It is the withdrawal of a general partner in a limited
partnership that operates the dissolution of the
partnership. The dissolution can even be prevented, if the
business of the partnership is continued by the remaining
general partners.
ISSUE 2: Whether or not an Amendment to the Articles
of partnership for continuation of the business operations
of the said limited partnership be allowed to be registered.
1. It should be allowed.
2. The intention of De Mesa and Greenberg to
continue the limited partnership must be allowed
by amending the Article of Partnership.
3. Pursuant to Art. 1849 and 1850, the amendment
certificate to be filed with the SEC may either be
for the continuation of the said partnership or the
addition of another limited partner or general
partner but with the consent of the original
partners who remain – De Mesa and Greenberg.
4. In Najim’s point of view, he failed to substantiate
his claim that De Mesa failed to properly account
for the management of the partnership. Najiim
acted in bad faith when he caused the publication
in the newspaper of the notices of the alleged
dissolution of the partnership and moreover the
notice to the clients prior to his filing of
complaint.
Dispositive: