Title: Luzviminda J. Villareal, et. al., v. Donaldo Efren C. Ramirez, et.

al

Reference: G.R. No. 144214, July 14, 2003;

Doctrine: The partnership has a juridical personality separate and distinct from that of each of the
partners.

Question:

A, B, C formed a partnership for the purpose of operation of a printing business. Respondent D joined
the partnership which he contributed money. C later on withdrew from the partnership and his capital
contribution was refunded to him in cash. The petitioners closed the business without informing the
respondent.

D wrote a letter to the petitioners that he is no longer interested in becoming a partner and request for
a return of their capital contribution. Petitioners did not return the money of D.

Whether or not the petitioners are liable to respondent for the latter’s share in the partnership

Suggested answer

NO. The respondent has no right to demand from petitioners the return of his equity share.

Under the law, partnership is a juridical entity separate and distinct from that of each of the partners.
Since the capital was contributed to the partnership, 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. Whatever is left of the partnership assets becomes available for
the payment of the partners shares.