59. Goquiolay v.

Sycip, 9 S 663, GR 11840

FACTS:
Tan Sin An and Goquiolay entered into a partnership. The partnership was fixed to exist
for ten years, and also provided that the partnership would continue even in the event of
the death of one of the partners, through representation by the deceased partner’s heirs. The
partnership, and Goquiolay in his personal capacity, purchased three and 46 lots, respectively. In
doing so, they assumed the mortgage obligations on such lots. Tan Sin died, and his widow Kong
Chai Pin was designated as administratrix. Demands were made on the partnership and
Goquiolay to pay the mortgage. Kong Chai Pin, supposedly without the consent of Goquiolay,
sold all 49 parcels of land to Sycip and Lee to settle the debts. When Goquiolay learned of the
sale, he filed apetition claiming that the sale is invalid insofar as his interest over the parcels of
land was concerned. The Supreme Court upheld the validity of the sale.
ISSUE:
1. Did Kong Chai Pin succeed her husband in the sole management of the partnership, upon
her husband’s death?
2. Was the consent of Goquiolay necessary to perfect the sale of the partnership
properties to Sycip and Lee?
3. Is the sale of the entire firm realty valid?
RULING:
1. Kong Chai Pin manifested her intent to be bound by the partnership agreement, not only
as a limited, but as a general partner.. In fact, by executing the deed of sale over the
properties in the name of the partnership, she was acting as no less than as a
managing partner. Having preferred to act as such, she could be held liable for the
partnership debts and liabilities as a general partner, beyond what she may have
derived only from the estate of her deceased husband
2. NO. Strangers dealing with a partnership have the right to assume, in the absence of
restrictive clauses in the partnership agreement that every general partner has power to
bind the partnership, especially those partners acting with ostensible authority.
3. Yes. Goquiolay claims that such sale threw the partnership into dissolution, which
requires the consent of all partners, thereby making the sale invalid. This is untenable.
The partnership was left without the real property it originally had, but this will not work
the partnership’s dissolution, since the firm was not organized to exploit these
precise lots