DIGEST No.

1
ALFREDO N. AGUILA, JR, petitioner, vs.
HONORABLE COURT OF APPEALS and
FELICIDAD S. VDA. DE ABROGAR, respondents.
Facts:
-AC Aguila & Sons Co. (a partnership) thru petitioner, entered into a contact of sale of
certain real property, with right to repurchase, with the private respondent and her late
husband, Ruben M. Abrogar.
-Private respondent failed to repurchase the property within the grace period. Hence,
pursuant to the special power of attorney executed by the respondent in the event she
failed to redeem the properry, petitioner caused the cancellation of TCT No. 195101 and
the issuance of a new certificate of title in the name of A.C. Aguila and Sons, Co.
-Upon demand by the petitioner, respondent refused to vacate the property which led
the petitioner to file an ejectment case against her in the MTC- Marikina, Metro Manila
which decided in favor of the petitioner.
-Respondent then filed a petition for declaration of nullity of a deed of sale against
petitioner Alfredo N. Aguila, Jr.(manager of Aguila & Sons) with the RTC-Marikina,
Metro Manila, she averred that the signature of her husband was forged.
-RTC dismissed the case, but the CA reversed the decision saying that the transaction
between plaintiff-appellant and defendant-appellee is indubitably an equitable mortgage.

Issue:
WON the partnership Aguila & Sons is not necessary to pleaded in the petition for
annulment of Deed of Sale.

Held:
No, a partnership has a juridical personality separate and distinct from that of each of
the partners. The partners cannot be held liable for the obligations of the partnership
unless it is shown that the legal fiction of a different juridical personality is being used for
fraudulent, unfair, or illegal purposes. In this case, private respondent has not shown
that A.C. Aguila & Sons, Co., as a separate juridical entity, is being used for fraudulent,
unfair, or 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
private respondent, with the consent of her late husband, and A. C. Aguila & Sons, Co.,
represented by petitioner. Hence, it is the partnership, not its officers or agents, which
should be impleaded in any litigation involving property registered in its name. A
violation of this rule will result in the dismissal of the complaint.
DIGEST No. 2
ALFREDO N. AGUILA, JR vs. CA and FELICIDAD S. VDA. DE ABROGAR
MENDOZA, J. November 25, 1999

Aguilar Jr., is the manager of A.C. Aguila & Sons, Co., a partnership engaged in lending
activities. Felicidad Abrogar and her late husband, Ruben M. Abrogar, were the
registered owners of a house and lot, in Marikina, Metro Manila. 
Felicidad with the consent of her late husband, and A.C. Aguila & Sons, Co.,
represented by Aguila, entered into a Memorandum of Agreement, which provided that
Felicidad has the right to repurchase the lot from Aguila within 90 days. If Felicidad fails
to repurchase the lot within the said period, Felicidad is obliged to deliver the property to
Aguila within 15 days and the MOA is deemed cancelled with the Deed of absolute sale
(N.B.: buyer in the contract is A.C.Aguila & Sons Co. not Aguilar Jr., himself) taking its
place which was executed on the same day. Felicidad also executed an SPA
authorizing Aguila to cause the cancellation of the earlier TCT and issuance of new
certificate in the name of A.C. Aguila & Sons, Co., in the event Felicidad failed to
redeem the subject property as provided in the MOA.
Felicidad failed to redeem the property within the 90-day period. Hence, pursuant to the
SPA mentioned above, Aguila Jr., caused the cancellation of TCT No. 195101 and the
issuance of a new certificate of title in the name of A.C. Aguila and Sons, Co.
Felicidad then received a letter from the counsel for A.C. Aguila & Sons, Co.,
demanding she vacate the premises within 15 days after receipt of the letter and
surrender its possession peacefully to A.C. Aguila & Sons, Co. Otherwise, the latter
would bring the appropriate action in court, but Felicidad refused to vacate so A.C.
Aguila & Sons Co. filed an ejectment suit.
The MTC, RTC, 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 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.
The RTC dismissed the case but the CA reversed the RTC’s decision and held that the
MOA executed was a pactum commissorium.
One of Aguila Jr.’s contentions was that he is not the real party in interest but A.C.
Aguila & Co., against which this case should have been brought.

ISSUE/HELD:
WON Aguila Jr. is the real party in interest
RULING:
NO, it is A.C. Aguila & Sons. Rule 3.2 of the Rules of Court of 1964, under which the
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
would be benefited or injured by the judgment, or who is entitled to the avails of the suit.
Any decision rendered against a person who is not a real party in interest in the case
cannot be executed. Hence, a complaint filed against such a person should be
dismissed for failure to state a cause of action
Under Art. 1768 of the Civil Code, a partnership has a juridical personality separate
and distinct from that of each of the partners. The partners cannot be held liable for
the obligations of the partnership unless it is shown that the legal fiction of a different
juridical personality is being used for fraudulent, unfair, or illegal purposes. In this case,
Felicidad has not shown that A.C. Aguila & Sons, Co., as a separate juridical entity, is
being used for fraudulent, unfair, or 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, with the consent of her late husband, and A. C. Aguila
& Sons, Co., represented by Aguila Jr. Hence, it is the partnership, not its officers or
agents, which should be impleaded in any litigation involving property registered
in its name. A violation of this rule will result in the dismissal of the complaint.
Since Aguila Jr. is not the real party in interest against whom this action should be
prosecuted makes it unnecessary to discuss the other issues raised by him.
DISPOSITIVE: WHEREFORE, the decision of the Court of Appeals is hereby
REVERSED and the complaint against petitioner is DISMISSED.