Ortega vs.

Court of Appeals
G.R. No. 109248
July 03. 1995
FACTS: Petitioner-appellant Atty. Misa on December 19, 1980, associated himself
together, as senior partner with respondents-appellees Ortega, del Castillo, Jr., and
Bacorro, as junior partners. Petitioner-appellant then wrote a letter stating that he
is withdrawing and retiring from the said law firm and asked for a meeting with the
respondents-appellees to discuss the mechanics of the liquidation, which was dated
on Feb. 17, 1988. Hence, On June 30, 1988, the petitioner (Atty. Misa) filed a
petition to the Commission’s Securities Investigation and Clearing Department for
the formal dissolution and liquidation of the partnership, leading to the
respondents-appellees in filing their opposition to the petition on July 13, 1988. The
hearing officer rendered a decision ruling that the withdrawal of the petitioner (Atty.
Misa) did not dissolve the partnership (March 31, 1989). Whereas SEC en banc (On
Appeal) reversed the decision of the hearing officer and ruled that withdrawal of
Misa from the firm had dissolved the partnership of “Bito, Misa & Lozada.” Hence,
this petition.

ISSUE: Whether or not withdrawal of Atty. Misa had dissolved the partnership.

RULINGS: Yes. Any one of the partners may, at his sole pleasure, dictate a
dissolution of the partnership at will (e.g., by way of withdrawal of a partner). He
must, however, act in good faith, not that the attendance of bad faith can prevent
the dissolution of the partnership but that it can result in a liability for damages.

The dissolution of a partnership is the change in the relation of the parties caused
by any partner ceasing to be associated in the carrying on as might be
distinguished from the winding up of the business. Upon its dissolution, the
partnership continues, and its legal personality is retained until the complete
winding up of its business culminating in its termination.