Yu v. NLRC, GR No.

97212, June 30, 1993

Facts: Benjamin Yu used to be the Assistant General Manager of Jade Mountain, a partnership
engaged in marble quarrying and export business. The majority of the founding partners sold
their interests in said partnership to Willy Co and Emmanuel Zapanta without Yu’s knowledge.
Said new partnership continued operating under the same name and continued the business’s
operations. However, it transferred its main office from Makati to Mandaluyong. Said new
partnership did not anymore availed of the services of Yu. Thus, he filed a complaint for illegal
dismissal, recovery of unpaid wages and damages.
Issue: WON the partnership which had hired Yu as Asst. Gen. Manager had beenextinguished
and replaced by a new partnership composed of Co and Zapanta
Ruling: The legal effect of the changes in the membership of the partnership was the dissolution
of the old partnership which had hired Yu in 1984 and the emergence of a new firm composed of
Willy Co and Emmanuel Zapanta in 1987. The new partnership simply took over the business
enterprise owned by the preceeding partnership, and continued using the old name of Jade
Mountain Products Company Limited, without winding up the business affairs of the old
partnership, paying off its debts, liquidating and distributing its net assets, and then re-
assembling the said assets or most of them and opening a new business enterprise. Not only the
retiring partners but also the new partnership itself which continued the business of the old,
dissolved, one, are liable for the debts of the preceding partnership.