COMPANIA MARITIMA VS.

MUNOZ
9 Phil. 326. December 12, 1907.
J. Willard.
FACTS:
Francisco Muoz, Emilio Muoz, and Rafael Naval formed on
ordinary general mercantile partnership under the name of Francisco
Muoz & Sons for the purpose of carrying on the mercantile business in
the Province of Albay which had formerly been carried on by Francisco
Muoz. Francisco Muoz was a capitalist partner and Emilio Muoz and
Rafael Naval were industrial partners.
Plaintiff La Compania Maritima brought an action to recover the
sum of P26, 828 against the partnership and the partners in their own
individual capacity. Munoz and Naval were absolved from liability. In the
articles of partnership it was called an ordinary, general mercantile
partnership, but that from the article it does not appear to be such a
partnership. In the brief of the appellees it is also claimed that it is not an
ordinary, general commercial partnership and that it is purely mercantile.
The appellees also claimed the Emilio Munoz contributed nothing
to the partnership, and thus is not a partner. It was alleged that he
contributed nothing to the partnership, he has no salary, and he is
excluded from the management. The Supreme Court, in upholding that
Munoz is a partner, stated that he contributed as much as the other
industrial partner, he receives salary, and that the partners can validly do
the exclusion from management in accordance with the provision of Art.
125 of the Code of Commerce.
ISSUE:
Whether or not an industrial partner is liable to third persons for
debts and obligations contracted by the partnership
HELD:
Yes, in a general partnership industrial partners are liable to third
parties for debts and obligations of the partnership.
RATIO DECIDENDI:
Article 1816 of the Civil Code provides that, All partners,
including industrial ones, shall be liable pro rata with all their property
and after all the partnership assets have been exhausted, for the contracts

which may be entered into in the name and for the account of the
partnership, under its signature and by a person authorized to act for the
partnership