Facts:

Sy Yong Hu & Sons is a partnership between Sy Yong hu and his sons, Jose Sy, Jayme Sy, Marciano Sy,
Willie Sy, Vicente Sy and Jesus Sy

There is a time po when, Keng Sian whose Sy Yong Hu’s common-law wife sued the partnership for the
reconveyance of ½ of its properties and the fruits thereof. Sy Yong Hu countered that the subject
properties are exclusively owned by the defendant partnership and Keng Sian has no right or interest
therein.

During the pendency of the suit, one of the partners, Marciano Sy, filed a petition against his partners
with the Security Exchange Commission asking that he should appointed managing partner to replace
Jose Sy who earlier died.

Supreme Court Hearing officer Sison dismissed the petition and declared the partnership dissolved and
this was affirmed by Security Exchange Commission.

However, before the it can be implemented, Keng Sian’s children with Sy Yong Hu were allowed by the
Security Exchange Commission to intervene.

Security Exchange Commission Hearing Officer Tongco who replaced Sison placed the partnership under
receivership as a result to preventing the partition and distribution of partnership assets.

This was affirmed po by the SEC en banc.

The remaining partners of the firm appealed but the Court of Appeal ultimately affirmed the Tongco
ruling.

Issue: Whether or not the preservation of the partnership assets through receivership inconsistent
(Salungat or hindi naaayon) with the earlier decision declaring the partnership’s dissolution?

Held:

From the time the dissolution is ordered until the actual termination of the partnership the SEC retained
jurisdiction to adjudicate all incidents relative thereto. Thus, the Tongco order cannot be said to have
varied the final order of dissolution. Neither did it suspend the dissolution of the partnership. It only
suspended the partition and distribution of the partnership assets.

Furthermore, (According to Article 1828) the dissolution of a partnership is the change in relation of the
parties caused by any partner ceasing to be associated in the carrying on. Upon its dissolution, the
partnership continues and its legal personality is retained until the complete winding up of its business
culminating in its termination. The dissolution of the partnership did not mean that the juridical entity
was immediately terminated and that the distribution of the assets to its partners should perfunctorily
follow.

On the contrary, the dissolution simply effected a change in the relationship among the partners.

The partnership, although dissolved, continues to exist until its termination, at which time the winding
up of its affairs should have been completed and the net partnership assets are partitioned and
distributed to the partners.