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Philippine Supreme Court Jurisprudence > Year 1990 > December 1990 Decisions > [G.R. No. 30616 : December
10, 1990.] 192 SCRA 110 EUFRACIO D. ROJAS, Plaintiff-Appellant, vs. CONSTANCIO B. MAGLANA, Defendant-
Appellee.:
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SECOND DIVISION
[G.R. No. 30616 : December 10, 1990.]
ChanRobles On-Line Bar Review 192 SCRA 110
EUFRACIO D. ROJAS, Plaintiff-Appellant, vs. CONSTANCIO B. MAGLANA,
Defendant-Appellee.
DECISION
PARAS, J.:
This is a direct appeal to this Court from a decision ** of the then Court of First
Instance of Davao, Seventh Judicial District, Branch III, in Civil Case No. 3518,
dismissing appellant's complaint.
As found by the trial court, the antecedent facts of the case are as follows:
On January 14, 1955, Maglana and Rojas executed their Articles of Co-Partnership
(Exhibit "A") called Eastcoast Development Enterprises (EDE) with only the two of
them as partners. The partnership EDE with an indefinite term of existence was duly
registered on January 21, 1955 with the Securities and Exchange Commission.
One of the purposes of the duly-registered partnership was to "apply or secure timber
and/or minor forests products licenses and concessions over public and/or private
forest lands and to operate, develop and promote such forests rights and concessions."
DebtKollect Company, Inc. (Rollo, p. 114).
A duly registered Articles of Co-Partnership was filed together with an application for a
timber concession covering the area located at Cateel and Baganga, Davao with the
Bureau of Forestry which was approved and Timber License No. 35-56 was duly issued
and became the basis of subsequent renewals made for and in behalf of the duly
registered partnership EDE.
Under the said Articles of Co-Partnership, appellee Maglana shall manage the business
affairs of the partnership, including marketing and handling of cash and is authorized
to sign all papers and instruments relating to the partnership, while appellant Rojas
shall be the logging superintendent and shall manage the logging operations of the
partnership. It is also provided in the said articles of co-partnership that all profits and
losses of the partnership shall be divided share and share alike between the partners.
During the period from January 14, 1955 to April 30, 1956, there was no operation of
said partnership (Record on Appeal [R.A.] p. 946).
Because of the difficulties encountered, Rojas and Maglana decided to avail of the
ChanRobles Intellectual Property services of Pahamotang as industrial partner.
Division
On March 4, 1956, Maglana, Rojas and Agustin Pahamotang executed their Articles of
Co-Partnership (Exhibit "B" and Exhibit "C") under the firm name EASTCOAST
DEVELOPMENT ENTERPRISES (EDE). Aside from the slight difference in the purpose of
the second partnership which is to hold and secure renewal of timber license instead of
to secure the license as in the first partnership and the term of the second partnership
is fixed to thirty (30) years, everything else is the same.
The partnership formed by Maglana, Pahamotang and Rojas started operation on May
1, 1956, and was able to ship logs and realize profits. An income was derived from the
proceeds of the logs in the sum of P643,633.07 (Decision, R.A. 919).
On October 25, 1956, Pahamotang, Maglana and Rojas executed a document entitled
"CONDITIONAL SALE OF INTEREST IN THE PARTNERSHIP, EASTCOAST DEVELOPMENT
ENTERPRISE" (Exhibits "C" and "D") agreeing among themselves that Maglana and
Rojas shall purchase the interest, share and participation in the Partnership of
Pahamotang assessed in the amount of P31,501.12. It was also agreed in the said
instrument that after payment of the sum of P31,501.12 to Pahamotang including the
amount of loan secured by Pahamotang in favor of the partnership, the two (Maglana
and Rojas) shall become the owners of all equipment contributed by Pahamotang and
the EASTCOAST DEVELOPMENT ENTERPRISES, the name also given to the second
partnership, be dissolved. Pahamotang was paid in fun on August 31, 1957. No other
rights and obligations accrued in the name of the second partnership (R.A. 921).
After the withdrawal of Pahamotang, the partnership was continued by Maglana and
Rojas without the benefit of any written agreement or reconstitution of their written
Articles of Partnership (Decision, R.A. 948).
On January 28, 1957, Rojas entered into a management contract with another logging
enterprise, the CMS Estate, Inc. He left and abandoned the partnership (Decision, R.A.
947).
On February 4, 1957, Rojas withdrew his equipment from the partnership for use in
the newly acquired area (Decision, R.A. 948).
December-1990 Jurisprudence
The equipment withdrawn were his supposed contributions to the first partnership and
was transferred to CMS Estate, Inc. by way of chattel mortgage (Decision, R.A. p.
[G.R. No. 32945 : December 3, 1990.] MARIANO T. 948).
NASSER, Petitioner, vs. THE COURT OF APPEALS,
HON. MALCOLM SARMIENTO, in his capacity as On March 17, 1957, Maglana wrote Rojas reminding the latter of his obligation to
Presiding Judge, Court of First Instance of Pampanga, contribute, either in cash or in equipment, to the capital investments of the
Branch I, AURORA RIVERA CANLAS, PATERNO R.
CANLAS, and TOMAS CENTILLAS, Respondents. [G.R.
partnership as well as his obligation to perform his duties as logging superintendent.
No. 32946. December 3, 1990.] MARIANO T. NASSER,
Petitioner, vs. THE COURT OF APPEALS, PATERNO R.
Two weeks after March 17, 1957, Rojas told Maglana that he will not be able to comply
CANLAS, AURORA RIVERA-CANLAS, TOMAS with the promised contributions and he will not work as logging superintendent.
CENTILLAS and THE CHIEF OF POLICE OF SAN Maglana then told Rojas that the latter's share will just be 20% of the net profits. Such
ISIDRO, DAVAO ORIENTAL, Respondents.
was the sharing from 1957 to 1959 without complaint or dispute (Decision, R.A. 949). : nad
[G.R. No. 36827 : December 10, 1990.] THE "SO ORDERED." Decision, Record on Appeal, pp. 985-989).
DIRECTOR OF FOREST ADMINISTRATION, THE
DIRECTOR OF LANDS and THE REPUBLIC OF THE Rojas interposed the instant appeal.
PHILIPPINES, Petitioners, vs. HON. RAMON C.
FERNANDEZ, HERMOGENES CONCEPCION, JR., and The main issue in this case is the nature of the partnership and legal relationship of
EMILIO A. GANCAYCO, ET AL., Respondents. [G.R. No. the Maglana-Rojas after Pahamotang retired from the second partnership.
56622 : December 10, 1990.] THE DIRECTOR OF
LANDS and THE DIRECTOR OF FOREST DEVELOPMENT, The lower court is of the view that the second partnership superseded the first, so that
Petitioners, vs. COURT OF APPEALS (Ninth Division),
GREGORIO A. LEGASPI and VALENTINA CERVANIA,
when the second partnership was dissolved there was no written contract of co-
Respondents. [G.R. No. 70076 : December 10, 1990.] partnership; there was no reconstitution as provided for in the Maglana, Rojas and
REYNALDA ESPEJO, BENITA GARLITOS and Pahamotang partnership contract. Hence, the partnership which was carried on by
ENRIQUETA OXCIANO, Petitioners, vs. INTERMEDIATE
APPELLATE COURT, HON. ANTONIO M. BELEN, as
Rojas and Maglana after the dissolution of the second partnership was a de facto
Judge of the Regional Trial Court of Lingayen, partnership and at will. It was considered as a partnership at will because there was no
Pangasinan Branch XXXVIII and ASTERIO SAURA, term, express or implied; no period was fixed, expressly or impliedly (Decision, R.A.
Respondents.
pp. 962-963).
[G.R. No. 44749 : December 10, 1990.] 192 SCRA
141 PEOPLE OF THE PHILIPPINES, Plaintiff-Appellee, On the other hand, Rojas insists that the registered partnership under the firm name
vs. MELVIN GIRON y SANTOS, Accused-Appellant. of Eastcoast Development Enterprises (EDE) evidenced by the Articles of Co-
Partnership dated January 14, 1955 (Exhibit "A") has not been novated, superseded
[G.R. No. 50661 : December 10, 1990.] 192 SCRA
151 RUBEN DELFIN, BENITO DOLOSA, CORNELIO and/or dissolved by the unregistered articles of co-partnership among appellant Rojas,
AGUILAR, ANASTACIO GORDOLA, CESAR PANALIGAN, appellee Maglana and Agustin Pahamotang, dated March 4, 1956 (Exhibit "C") and
LUIS VIESCA, VICENTE GUADAMOR, JUAN CAGATIN, accordingly, the terms and stipulations of said registered Articles of Co-Partnership
SIMEON CHICA, REYNALDO CINCO, WILFREDO IPAS,
SIMEON TAGAYONA, FLORENCIO SINAMBAN,
(Exhibit "A") should govern the relations between him and Maglana. Upon withdrawal
FERMINIO DIEGO, POLICARPIO DILE, EDDIE DE of Agustin Pahamotang from the unregistered partnership (Exhibit "C"), the legally
CASTRO, AQUILINO CABILITASAN, CRISOGONO
CANTERO, GUALBERTO REBUSTER, RODOLFO constituted partnership EDE (Exhibit "A") continues to govern the relations between
GATCHALIAN, ANGELITO DOMINGO, FERNANDO them and it was legal error to consider a de facto partnership between said two
JOVER, RAFAEL SALCEDO, SIMON DIANA, BENJAMIN partners or a partnership at will. Hence, the letter of appellee Maglana dated February
GONZALES, JR., BENIGNO ROJA, DEMETRIO SIMEON,
JOSE TELAN, HILARIO VILLANUEVA, NICK
23, 1961, did not legally dissolve the registered partnership between them, being in
FRANCISCO, PACIFICO DALIPE, EUPEMIO DALITE, contravention of the partnership agreement agreed upon and stipulated in their
ARTEMIO DE CASTRO, ISABELO RASTICA, ANECITO Articles of Co-Partnership (Exhibit "A"). Rather, appellant is entitled to the rights
RASTICA, LAMBERTO NIETO, ESMERALDO TATEL,
PASCUAL BATOCTOY, ESMENIO PATRICIO, ARMANDO
enumerated in Article 1837 of the Civil Code and to the sharing profits between them
DE GUZMAN, JESUS MALLARI, JOSE MALLARI, of "share and share alike" as stipulated in the registered Articles of Co-Partnership
SULPICIO MALLARI, GENEROSO COS, AGAPITO (Exhibit "A").
ESPINOSA, VIRGILIO SEVAÑES, RICARDO MANZAN,
OSCAR BENSOL, PABLO DIAGSAY, EMILIO DIAGSAY, After a careful study of the records as against the conflicting claims of Rojas and
PAULINO COMETA, MATERO COREA, BENJAMIN
LACANARIA, GAUDY TIU, JOVENCIO AGUILAR, Maglana, it appears evident that it was not the intention of the partners to dissolve the
ROMULO POSADA, RICARDO POSIC, ALFONSO first partnership, upon the constitution of the second one, which they unmistakably
SALGADO, RICARDO TAGANAP, ARMANDO RAMIREZ, called an "Additional Agreement" (Exhibit "9-B") (Brief for Defendant-Appellee, pp. 24-
FELIPE RAMIRES, EDELBERTO BERNARDO, PONCIANO
MONTILLA, JUAN MONTILLA, IGNACIO PANCHITO, 25). Except for the fact that they took in one industrial partner; gave him an equal
JEORGE SERRAN, VICTOR IGNIS, LUCAS IGAT, share in the profits and fixed the term of the second partnership to thirty (30) years,
BARTOLOME MAGDAEL, AUGUSTO ROSALINAS, everything else was the same. Thus, they adopted the same name, EASTCOAST
RAFAEL SOCITO, JORGE CO, LUCINO WAGAN, CELSO
BARADA, WINSTON DIENZO, PAULINO SANCHEZ,
DEVELOPMENT ENTERPRISES, they pursued the same purposes and the capital
ELESEO SANCHES, CONRADO SANCHES, GENEROSO contributions of Rojas and Maglana as stipulated in both partnerships call for the same
ANTONIO, AGUSTIN LOPEZ, RUDY SOCITO, SEGUNDO amounts. Just as important is the fact that all subsequent renewals of Timber License
SOCITO, JOAQUIN PARAS, DOMINADOR BUTAHON,
GERMOGENES GINGCO, HONORIO DETOITO, ELIGIO
No. 35-36 were secured in favor of the First Partnership, the original licensee. To all
MENDOZA, RUBEN QUITORIANO, LEON DELA CRUZ, intents and purposes therefore, the First Articles of Partnership were only amended, in
PACITO SALES, ANTONIO CEMANES, IRENEO the form of Supplementary Articles of Co-Partnership (Exhibit "C") which was never
LUBUGIN, FORTUNATO MATO, ROMEO MERIC,
ALBERTO GALLO, MELCHOR SALGADO, SIMEON
registered (Brief for Plaintiff-Appellant, p. 5). Otherwise stated, even during the
QUIJANO, ANTONIO CARAAN, CARLITO GUZMAN, existence of the second partnership, all business transactions were carried out under
ALBERTO SALMON, FELIMON TAN, FERNANDO the duly registered articles. As found by the trial court, it is an admitted fact that even
FAUSTINO, CONRADO DAVID, REYNALDO NOLASCO,
ANTONIO NIETO, JAIME CAMACHO, ALBERTO up to now, there are still subsisting obligations and contracts of the latter (Decision,
PANGLAO, ROSAURO GANAC, ALFREDO ARCABIO, R.A. pp. 950-957). No rights and obligations accrued in the name of the second
PEDRO MANASALA, VICENTE BELARMINO, ROMULO partnership except in favor of Pahamotang which was fully paid by the duly registered
SIOCO, SEVERINO ATIENZA, JR., RUFO ABALOS,
JESUS POSADA, ALBINO BACARRO, ERNESTO DAJAY, partnership (Decision, R.A., pp. 919-921).
WILFREDO VILLALON, CELESTINO BACARRO, MANUEL
TOLENTINO, ERNESTO ANTONIO, OSCAR ABUNDIO,
On the other hand, there is no dispute that the second partnership was dissolved by
ZOSIMO IJARES, RUBEN ARISTORENAS, GAUDENCIO common consent. Said dissolution did not affect the first partnership which continued
CASTILLO, DOMINGO DELA TORRE, DANILO to exist. Significantly, Maglana and Rojas agreed to purchase the interest, share and
RONCADA, RAFEL PUPA, ALFONSO SAPINORO,
LUISITO JACRIQUE, MARCELINO BESA, ANSELMO
participation in the second partnership of Pahamotang and that thereafter, the two
DATELES, ALBERTO PALCULAN, BIENVENIDO (Maglana and Rojas) became the owners of equipment contributed by Pahamotang.
FUENSALIDA AND JOSE ORZAL, Petitioners, vs. THE Even more convincing, is the fact that Maglana on March 17, 1957, wrote Rojas,
HON. AMADO G. INCIONG in his capacity as Deputy
Minister of Labor; NLRC Commissioners DIEGO reminding the latter of his obligation to contribute either in cash or in equipment, to
ATIENZA, CLETO VILLATUYA and GERONIMO the capital investment of the partnership as well as his obligation to perform his duties
QUADRA; ATLANTIC CONTAINER CORPORATION; as logging superintendent. This reminder cannot refer to any other but to the
INLAND INDUSTRIES, INC., LAZARO ARRIOLA,
BIENVENIDO KATALBAS, AURORA JEREZA, GOSHI DE provisions of the duly registered Articles of Co-Partnership. As earlier stated, Rojas
YULO AND PAZ YULO AND ROBERTO JACINTO, replied that he will not be able to comply with the promised contributions and he will
Respondents. not work as logging superintendent. By such statements, it is obvious that Roxas
[G.R. No. 55361 : December 10, 1990.] 192 SCRA understood what Maglana was referring to and left no room for doubt that both
163 SPOUSES TEOFILO ERCILLO and TERESITA considered themselves governed by the articles of the duly registered partnership.
ERCILLO, Petitioners, vs. COURT OF APPEALS and
SPOUSES LUTGARDA CIFRA and BENJAMIN CIFRA, Under the circumstances, the relationship of Rojas and Maglana after the withdrawal of
SR., represented by their son and attorney-in-fact, Pahamotang can neither be considered as a De Facto Partnership, nor a Partnership at
BENJAMIN CIFRA, JR., and HON. JOSE P. CASTRO,
Respondents.
Will, for as stressed, there is an existing partnership, duly registered.
[G.R. No. 55613 : December 10, 1990.] 192 SCRA As to the question of whether or not Maglana can unilaterally dissolve the partnership
169 ERNESTO DICHOSO, Petitioner, vs. The in the case at bar, the answer is in the affirmative.
HONORABLE COURT OF APPEALS and TEODOLFO
RAMOS, Respondents. Hence, as there are only two parties when Maglana notified Rojas that he dissolved the
partnership, it is in effect a notice of withdrawal.
[G.R. No. 56620 : December 10, 1990.] 192 SCRA
177 FILIPINAS MILLS, INC., BUENAVENTURA TAN and Under Article 1830, par. 2 of the Civil Code, even if there is a specified term, one
VIRGINIA DUMLAO-TAN, Petitioners, vs. HON.
ABELARDO M. DAYRlT, in his capacity as Presiding
partner can cause its dissolution by expressly withdrawing even before the expiration
Judge of the Court of First Instance of Manila, Branch of the period, with or without justifiable cause. Of course, if the cause is not justified
II, ASSOCIATED CITIZENS BANK and OSCAR V. or no cause was given, the withdrawing partner is liable for damages but in no case
ATAYDE, in his capacity as the Deputy Sheriff of the
CFI-Manila, Branch II, Respondents.
can he be compelled to remain in the firm. With his withdrawal, the number of
members is decreased, hence, the dissolution. And in whatever way he may view the
[G.R. No. 69863-65 : December 10, 1990.] 192 situation, the conclusion is inevitable that Rojas and Maglana shall be guided in the
SCRA 183 LINO BROCKA, BENJAMIN CERVANTES,
COSME GARCIA, RODOLFO SANTOS, VALENTINO liquidation of the partnership by the provisions of its duly registered Articles of Co-
SALIPSIP, RICARDO VEGA, ERIC MARIANO, JOSE Partnership; that is, all profits and losses of the partnership shall be divided "share and
EMMANUEL OYALES, RONNIE MATTA, ALFREDO VIAJE, share alike" between the partners.
RUBEN EUGENIO, REYNALDO ORTIZ, ORLANDO
ORTIZ, NOEL REYES, EDUARDO IMPERIAL, NESTOR But an accounting must first be made and which in fact was ordered by the trial court
SARMIENTO, FRANCO PALISOC, VIRGILIO DE
GUZMAN, ALBERTO REYES, JESSIE PINILI, ROMULO
and accomplished by the commissioners appointed for the purpose.
AUGUIS, DOMINADOR RESURRECION III, RONNIE
LAYGO, ROSAURO ROQUE, CLARENCE SORIANO, On the basis of the Commissioners' Report, the corresponding contribution of the
OCTAVO DEPAWA, CARLITO LA TORRE, SEVERNO partners from 1956-1961 are as follows: Eufracio Rojas who should have contributed
ILANO, JR., DOMINGO CAJIPE, ALAN ALEGRE, RAMON P158,158.00, contributed only P18,750.00 while Maglana who should have contributed
MARTINEZ, MA. GILDA HERNANDEZ, EDNA P.
VILLANUEVA, DOLLY S. CANU, MELQUIADES C. P160,984.00, contributed P267,541.44 (Decision, R.A. p. 976). It is a settled rule that
ATIENZA, ELIGIO P. VERA CRUZ, ROGER C. BAGAN, when a partner who has undertaken to contribute a sum of money fails to do so, he
ABUNDIO M. CALISTE, Petitioners, vs. JUAN PONCE becomes a debtor of the partnership for whatever he may have promised to contribute
ENRILE, MAJ. GENERAL FIDEL V. RAMOS, BRIG.
GENERAL PEDRO BALBANERO, COL. ABAD, COL. (Article 1786, Civil Code) and for interests and damages from the time he should have
DAWIS, SERGIO APOSTOL, P/LT, RODOLFO M. complied with his obligation (Article 1788, Civil Code) (Moran, Jr. v. Court of Appeals,
GARCIA and JUDGE RICARDO TENSUAN, Respondents. 133 SCRA 94 [1984]). Being a contract of partnership, each partner must share in the
[G.R. No. 74762 : December 10, 1990.] 192 SCRA
profits and losses of the venture. That is the essence of a partnership (Ibid., p. 95).
191 COMMERCIAL MOTORS CORPORATION,
Petitioner, vs. COMMISSIONERS, SECOND DIVISION, Thus, as reported in the Commissioners' Report, Rojas is not entitled to any profits. In
NATIONAL LABOR RELATIONS COMMISSION, and their voluminous reports which was approved by the trial court, they showed that on
PEDRO UMLAS, Respondents. 50-50% basis, Rojas will be liable in the amount of P131,166.00; on 80-20%, he will
[G.R. No. 78163 : December 10, 1990.] 192 SCRA be liable for P40,092.96 and finally on the basis of actual capital contribution, he will
199 ANGELINA P. SANTIAGO, Petitioner, vs. The be liable for P52,040.31.
Honorable DEPUTY EXECUTIVE SECRETARY and HI-
CEMENT CORPORATION, Respondents. Consequently, except as to the legal relationship of the partners after the withdrawal of
Pahamotang which is unquestionably a continuation of the duly registered partnership
[G.R. No. 79962 : December 10, 1990.] 192 SCRA and the sharing of profits and losses which should be on the basis of share and share
209 LUCIO R. CRUZ, Petitioner, vs. COURT OF
APPEALS AND CONRADO Q. SALONGA, Respondents. alike as provided for in the duly registered Articles of Co-Partnership, no plausible
reason could be found to disturb the findings and conclusions of the trial court. : nad
[G.R. No. 82215 : December 10, 1990.] 192 SCRA PREMISES CONSIDERED, the assailed decision of the Court of First Instance of Davao,
232 ANTIPAZ PRESCO y PARAS, ANTONIO AMORES y Branch III, is hereby MODIFIED in the sense that the duly registered partnership of
PARAS, and ANSELMA PARAS, Petitioners, vs. HON. Eastcoast Development Enterprises continued to exist until liquidated and that the
COURT OF APPEALS, HON. MARIANO UMALI, Judge of
the Regional Trial Court of Cavite, Branch 25, Trece sharing basis of the partners should be on share and share alike as provided for in its
Martires City, HON. EDWINA P. MENDOZA, Judge of Articles of Partnership, in accordance with the computation of the commissioners. We
the Municipal Trial Court of General Trias, Cavite, also hereby AFFIRM the decision of the trial court in all other respects.
: nad
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