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Related Cases Partnership
Related Cases Partnership
1811
FACTS:
The trial court declared that the partnership is null and void.
ISSUE:
HELD:
As it appears from the above stipulation of facts, the plaintiff and the
defendant entered into the contract of partnership. The plaintiff had actually
contributed one engine and 70 posts to the partnership, it necessarily follows, that
the Buda diesel engine contributed by the plaintiff had become the property of the
partnership. As properties of the partnership, the same could not be disposed of by
the party contributing the same without the consent or approval of the partnership
or of the other partner.
Under the circumstances, therefore, the court erred in declaring that the
contract was illegal from the beginning and that parties to the partnership are not
bound therefor, such that the contribution of the plaintiff to the partnership did not
pass to it as its property. It also follows that the claim of the defendant in his
counterclaim that the partnership be dissolved and its assets liquidated is the
proper remedy, not for each contributing partner to claim back what he had
contributed.
1812
THE LEYTE-SAMAR SALES AND K. TOMASSI VS S. CEA AND O. CASTRILLA, 93 PHIL 100
FACTS:
In civil case No. 193 of the Court of First Instance of Leyte, which is a suit for
damages by the Leyte-Samar Sales Co. (LESSCO) and Raymond Tomassi against the
Far Eastern Lumber & Commercial Co. (unregistered commercial partnership
hereinafter called FELCO), Arnold Hall, Fred Brown and Jean Roxas, judgment was
issued against defendants jointly.
Over the plaintiffs' objection the judge in his order granted Lastrilla's motion
by requiring the sheriff to retain 17% of the money "for delivery to the assignee,
administrator or receiver" of the FELCO.
On motion of Lastrilla, the court, modified its order of delivery and merely declared
that Lastrilla was entitled to 17 % of the properties sold.
ISSUE:
Whether or not Lastrilla has any proper claim to the proceeds of the sale
HELD:
None.
If he were a creditor of the FELCO, perhaps or maybe. But he was not. The
partner of a partnership is not a creditor of such partnership for the amount of his
shares.
Granting arguendo that the auction sale and not included the interest or
portion of the FELCO properties corresponding to the shares of Lastrilla in the same
partnership (17%), the resulting situation would be — at most — that the
purchasers Dorfe and Austrias will have to recognize dominion of Lastrillas over 17
per cent of the properties awarded to them. So, Lastrilla acquired no right to
demand any part of the money paid by Dorfe and Austrias to the sheriff for the
benefit of FELCO and Tomassi, the plaintiffs in that case, for the reason that, as he
says, his shares (acquired from Brown) could not have been and were not auctioned
off to Dorfe and Austrias.
Supposing, however, that Lastrillas shares have been actually (but
unlawfully) sold by the sheriff (at the instance of plaintiffs) to Dorfe and Austrias,
what is his remedy? Section 15, Rule 39 furnishes the answer.
In other words, the owner of property wrongfully sold may not voluntarily
come to court, and insist, "I approve the sale, therefore give me the proceeds
because I am the owner". The reason is that the sale was made for the judgment
creditor (who paid for the fees and notices), and not for anybody else.
1813
1814
FACTS:
CHUIDIAN, BUENAVENTURA & CO (defendants) is a regular general
partnership. The original partners were D. Telesforo Chuidian, Doña Raymunda
Chuidian, Doña Candelaria Chuidian, and D. Mariano Buenaventura. The partners
each contributed a certain amount of money to the partnership.
ISSUE:
HELD:
No.
Our construction of this clause is that it establishes a a basis for the final
adjustment of the affairs of the partnership; that that basis is that the liabilities to
noncompartners are to be first discharged; that the claims of the Chuidian minors
are to be next satisfied; and that what is due to the respective partners on account of
their advances to the firm is to be paid last of all, leaving the ultimate residue, of
course, if there be any, to be distributed, among the partners in the proportions in
which they may be entitled thereto.
Hence, it follows that D. Vicente Buenaventura, whose rights are those of his
father, is in no case entitled to receive any part of the assets until the creditors, who
are nonpartners, and the Chuidian minors are paid. Whatever rights he had, he
could only transfer subject to this condition. It is clear, from the language of the
instrument under which plaintiff claims, that this conditional interest was all that
Vicente ever intended to transfer.