LAW ______ (SUBJECT)

Agno, Balando, Fernandez, Homol, Lordan, Maningas, Manalastas, Mejia, Nana, Sollegue

AGENCY

CASE TITLE Ornum v. Lasala

FULL CASE NAME JOSE ORNUM and EMERENCIANA ORNUM, petitioners, 

vs.
MARIANO, LASALA, et al., respondent.

DOCKET NO. & DATE G.R. No. L-47823 | July 26, 1943

PONENTE Paras, J.

TOPIC

NATURE

DOCTRINE

SYNOPSIS Emerenciano Ornum and Pedro Lasala entered into a partnership agreement wherein
Pedro will provide the capital and Emerenciano will run the business. Eventually,
Emerenciano left the partnership and made Jose and Emerenciana his
representatives instead. When Pedro died, his rights to the partnership were
transferred to his children. Jose and Eme gave due accounting to the Lasalas until
the Lasalas decided to terminate the partnership. According to the Lasalas, they will
terminate the partnership after Jose and Eme show them the final accounting and
they (Lasalas) approve it + sign it. Issue is W/N the last accounting was approved –
YES. Even without the signature, the Lasalas are deemed to have accepted the last
accounting.

FACTS

 Mariano Lasala et al. are natives of Taal, Batangas and resided therein or in Manila, while Jose and
Emerenciano Ornum are also natives of Taal, but resided in the bario of Tan-agan, Tamblas, Romblon.
 1908 – Pedro Lasala, father of Mariano Lasala et al., and Emerenciano Ornum formed a partnership. Pedro
will be the capitalist while Emerenciana will be the industrial partner. Pedro gave Emerenciana P1,000 to
conduct a business in Romblon.
 1912 – The assets of the partnership consisted of outstanding accounts + old stock of merchandise.
Emerenciano, following his wife’s wishes, asked for the dissolution of the partnership. He then suggested
someone else to take his place – Jose and Emerenciana. The latter two became the new partners.
 Jose and Emerenciana invested P505.54, with the result that in the new partnership Pedro Lasala had a
capital of P1,000, appraised value of the assets of the former partnership, plus the said P505.54.
 After Pedro died, his children Mariano et al. (the respondents) succeeded to all his rights and interest in the
partnership.
o The partners never knew each other personally.
o No formal partnership agreement was ever executed.
 Jose and Emerenciana, as managing partners, received 1/2 of the net gains, and the other half was to be
divided between them and the Lasala group in proportion to the capital put in by each group. They divided

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LAW ______ (SUBJECT)
Agno, Balando, Fernandez, Homol, Lordan, Maningas, Manalastas, Mejia, Nana, Sollegue

the gains, but the partners were given the election to invest their respective shares in the partnership as
additional capital.
 Petitioners Jose and Emerenciana accordingly let a greater part of their profits as additional investment in
the partnership.
 After twenty years the business had grown that the total value amounted to P44,618.67. Statements of
accounts were periodically prepared by Jose and Eme and sent to the Lasala children who invariably did
not make any objection thereto.
 The last and final statement of accounts was dated May 27, 1932, and prepared by Jose and Eme after the
Lasala children had announced their desire to dissolve the partnership.
 Mariano Lasala wrote on behalf of the other siblings:
"We already stated frankly here, as a partner, and we authorize you to repeat it to your sister Mering, widow, that the
reason why we collect the capital and utilities of our society in all our business that is in the care of you two, is that
we have a great commitment that we can hardly avoid. That’s why we are begging you again by any means before
the end of this July, 1932, we await your consideration.
"As soon as we have received this, then we will sign the balance you have made there, whose copy you have left
here.
"Memories to everyone there and send."
 Pursuant to the request contained in this letter, Jose and Eme remitted and paid to the Lasala children the
total amount corresponding to them under the above-quoted statement of accounts which, however, was not
signed by the latter.

LOWER COURT RULING

● CFI of Manila
○ Lasala children prayed for an accounting and final liquidation of the assets of the partnership.
○ CFI held that the last and final statement of accounts prepared by Jose and Eme was tacitly
approved and accepted by the Lasala children who, by virtue of the above-quoted letter of Father
Mariano Lasala, lost their right to a further accounting from the moment they received and
accepted their shares as itemized in said statement.
● CA
○ CFI judgment was reversed by the CA principally on the ground that as the final statement of
accounts remains unsigned by the Lasala children, the same stands disapproved.
○ The decision appealed by Jose and Eme thus said:
To support a plea of a stated account so as to conclude the parties in relation to all dealings between them, the
accounting must be shown to have been final. All the first nine statements which the defendants sent the plaintiffs
were partial settlements, while the last, although intended to be final, has not been signed.

ISSUES/RATIO/HELD

● ISSUE 1: WON the statement of accounts were duly approved by the Lasala children – YES. This
approval resulted, by virtue of the letter of Father Mariano Lasala of July 19, 1932, from the failure of the
Lasala children to object to the statement and from their promise to sign the same as soon as they received
their shares as shown in said statement. After such shares had been paid by Jose and Eme and accepted by
the Lasalas without any reservation, the approval of the statement of accounts was virtually confirmed and
its signing thereby became a mere formality to be complied with by the respondents exclusively. Their
refusal to sign, after receiving their shares, amounted to a waiver to that formality in favor of Jose and Eme
who has already performed their obligation.

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LAW ______ (SUBJECT)
Agno, Balando, Fernandez, Homol, Lordan, Maningas, Manalastas, Mejia, Nana, Sollegue

○ This approval precludes any right on the part of the Lasalas to a further liquidation,  unless the
latter can show that there was fraud, deceit, error or mistake in said approval.   The CA did not
make any finding that there was fraud, and on the matter of error or mistake.
○ The pronouncement that the evidence tends to prove that there were mistakes in Jose and Eme’s
statements of accounts, without specifying the mistakes, merely intimates a suspicion and is not
such a positive and unmistakable finding of fact as to justify a revision, especially because the CA
has relied on the bare allegations of the parties. 
■ Even admitting that, as alleged by the petitioners in their counterclaim, they overpaid the
respondents  in the sum of P575.12, this error is essentially fatal to the latter's theory that
they are entitled to more than what the statement of accounts shows, and is therefore not
the kind of error that calls for another accounting which will serve the purpose of the
respondent's suit.   Moreover, as the petitioners did not appeal from the decision of the
CFI, they have abandoned such allegation in the CA.

DISPOSITIVE
- CA decision reversed.
- Jose and Eme absolved from the complaint.