Saludo, Jr. vs.

Philippine National Bank

G.R. No. 193138, August 20, 2018

Facts:
SAFA Law Office was constituted as a partnership in accordance with the Civil Code provisions
on partnership. On June 11 1998, records show SAFA Law Office entered into a Contract Lease
with Philippine National Bank, whereby the latter agreed to lease 632 square meters of second
floor of the PNB Financial Center Building in Quezon City for a period of three years and for a
monthly rental fee of P189,600.00. The petitioner occupied the leased premises and paid
advanced rental fees and security deposit in total amount of P1,137,600.00. The Contract of
Leased expired on August 1, 2001 and according to the respondent which is the PNB, SAFA
Law Office continued to occupy the leased premises until February 2005, but discontinued
paying its monthly rental obligation after December 2002. Due to this, PNB sent two letters
demanding the payment of unpaid rent.
On February 2005, SAFA Law Office vacated the leased premises. PNB sent another letter and
SAFA Law Office proposed a settlement as a response. However, PNB declined the settlement
proposal stating that it was not amenable to the settlement’s terms.
On September 2006, the Petitioner and the Partner of SAFA Law Office Aniceto Saludo, Jr filed
an amended complaint for accounting and recomputation of unpaid rentals and damages against
PNB with regard to the Contract of Lease. PNB filed a motion to include SAFA Law Office as
principal plaintiff and argued that the lease in the Contract of Lease is not Aniceto Saludo but
SAFA Law Office, and Saludo signed the Contract of Lease as a partner of the law firm. Hence,
SAFA Law Office must be joined as a plaintiff in the complaint because it is considered as
indispensable party under Section 7, Rule 3 of the Rules of Court.
RTC denied PNB’s motion to include SAFA Law Office as plaintiff. CA affirmed.
Issues:
a. Whether or Not SAFA LAW OFFICE IS A SOLE PROPRIETORSHIP
No, SAFA Law Office is a partnership. It was constituted as a partnership at the time
its partners signed the Articles of Partnership. One of the provisions of the Articles of
Partnership in compliance with Article 1772 of the Civil Code, the initial capital of the
partnership was P500,000.00. SAFA Law Office have Saludo as managing partner, Attys.
Agpalo, Fernandez and Aquino as industrial partner, therefore, Articles of Partnership
identify SAFA Law Office as a partnership and was created and organized in accordance
with the Civil Code provisions on partnership.
b. Whether or NotS SAFA LAW OFFICE IS THE REAL PARTY IN INTEREST
Yes, SAFA is the party that would be benefited by the judgment in the suit before the
RTC and also the party that would be liable for payment to PNB of unpaid rentals, if the
claim would be proven. Since SAFA entered into a contract of lease with PNB, then,
 SAFA possessed of a juridical personality, has rights and obligations with respect to the
transactions. In accordance to Article 1816 of the Civil Code, partnership assets are
primarily liable for the contracts entered into in the name of the partnership, all the
partners are only liable pro rat with all their property after all the partnership assets have
been exhausted. Thus, SAFA Law Office is the real party in interest that should be joined
as plaintiff in the RTC case since it is primarily liable under the contract of lease.
Ruling:
Petition is DENIED. Petitioner Aniceto Saludo Jr is hereby ordered to amend his complaint
to include SAFA Law Office as plaintiff in Civil Case No. 06-678 pending before Branch 58 of
the Regional Trial Court of Makati City, it being the real party in interest.