AREEJ
CASE NO. 8
Right or duty to wind up or liquidate partnership affairs
Aldecoa & Co. v. Warner, Barnes & Co., Ltd. | G.R. No. L-5242, August
6, 1910
FACTS: A joint-account partnership was formed between the Aldecoa &
Co and Warner, Barnes & Co., Ltd, whereby they should share equally the
profits and losses of the business of selling hemp for exportation, and
that Warner was the manager of the said joint-account partnership.
It was alleged that Warner, as manager of the joint-account partnership
with Alcodea & Co., neglected to render an account with vouchers, and to
liquidate the said business. Thus, Aldecoa filed the a petition for a writ of
mandamus.  It appears that Warner acquired realty (several
warehouses) in the name and at the expense of the joint-account
partnership. Lower court held that the existence of the joint-account
partnership prevented Warner from purchasing and holding free of any
share by the plaintiff the real properties that were utilized in connection
with the business of the joint-account partnership.
ISSUE: Whether or not the realty acquired by warner should be divided
between the two companies, and if yes, how should the division be made.
RULING: YES. One of the duties of the manager of a joint-account
partnership is that of liquidating the assets of the common ownership
and to state the result obtained therefrom in the final rendering of
accounts which he is to present at the conclusion of the partnership, as
no person should enrich himself unjustly at the expense of another. (Art.
243, Code of Commerce). Should it be duly and fully proved that the
managing firm acquired realty in the name and at the expense of the
joint-account partnership with the plaintiff firm, it is just that, in
liquidating the property of common ownership, such realty should be
divided between the partners in the same manner as were the profits
and losses during the existence of the business, from the beginning of the
partnership to the date of its dissolution , for otherwise one of the
partners would be benefited to the detriment and loss of his copartners.
However, this case was remanded back to the lower court for new trial
as various issues were not yet decided in a final manner.
AREEJ
CASE NO. 8-A
Right or duty to wind up or liquidate partnership affairs
Aldecoa & Co. v. Warner, Barnes and Co. (Ltd.) | G.R. No. L-8853,
March 22, 1915
FACTS: This is an MR of the 1910 case. Here, Aldecoa alleges that the
trial court erred in decreeing that only some and not all of the properties
which were purchased for the partnership belonged to the joint-account
partnership.
Warner, for its part, contends that the trial court erred in holding that
Aldecoa and Co. had a share in the real estate acquired by it and in ruling
that the existence of the joint-account partnership prevented Warner
from purchasing and holding free of any share by Aldecoa real
properties that were utilized in connection with the business of the
joint-account partnersip.
ISSUE: Whether the realty acquired by Warner belong to the joint-
account partnership, notwithstanding that in the title deeds
Warneralone appears as the purchaser thereof.
RULING: NO. In the deeds drawn up in connection with the acquisition
of the properties in litigation, Warner purchased them for itself and not
in the name of the joint-account partnership and paid for them with its
own money. For the sole reason that both firms were associated together
for the purpose of dealing in hemp from Tabaco and Legaspi, it cannot be
held that Aldecoa did in fact acquire coownership and copartner rights
in the real properties privately acquired by Warner, unless it be proved
that the defendant acquired them for the joint-account partnership with
the consent and special charge of the plaintiff and paid for them out of
funds belonging to the partnership.
Further, there is no law that prohibited Warner as the active partner in
the joint-account partnership with Aldecoa & Co., from acquiring real
estate. Judgment reversed. Warner absolved from liability.