Goguiolay v SYCIP

FACTS:
Antonio Goquiolay (Antonio) and Tan Sin An (Tan) entered into a partnership wherein Tan was the
managing partner and Antonio was the co-partner. The managing partner managed the partnership
exclusively while the co-partner did not have any voice or participation but may examine the partnership
accounts once every six months. It was also indicated that in case of death of either partner, the
partnership will continue and the deceased partner will be represented by his heirs or assigns. When Tan
died, his widow Kong Chai Pin (Kong) was appointed the administratrix of his estate. Kong sold the 49
lots mortgaged by the partnership to Sycip and Lee. Learning about this, Antonio filed a petition in the
intestate proceedings to set aside the order of the probate court in approving the sale in so far as his
interest over the lots was concerned. The probate court annulled the sale with respect to the 60% interest
of Antonio, however, when Kong appealed said decision, it was certified to the SC which in turn set aside
the orders of the probate court for failure to include indispensable parties. New pleadings were filed but
was denied by the lower court, hence Antonio appealed to the SC. The SC decided in favour of Kong,
holding that while Kong did not automatically replace Tan as the managing general partner in the
partnership, her affirmative actions manifested her intent to be bound as a general partner, and more
importantly, by allowing Kong to retain control of the firm’s property from 1942 to 1949, Antonio
estopped himself to deny her legal representation of the partnership, with the power to bind it.

Finally, the SC held that the consent of the other partners was not needed to perfect the sale since
strangers dealing with a partnership have the right to assume that every general partner has power to bind
the partnership.

ISSUE: WHETHER OR NOT KONG CHAI PIN BECAME THE MANAGING PARTNER OF THE
PARNTERSHIP UPON THE DEATH OF HER HUSBAND.
RULING: NO. The general rule is that heirs become limited partners upon the death of Tan, unless
otherwise repudiated by the heirs. In this case however, Kong, through her affirmative actions, manifested
her intent to be bound by the partnership not only as a limited partner but as a general partner.

WHETHER OR NOT THE CONSENT OF THE OTHER PARTNERS WAS NECESSARY TO

PERFECT THE SALE TO SYCIP AND LEE. NO. Strangers dealing with a partnership have the right to
assume, in the absence of restrictive clauses in the copartnership agreement, that every general partner has
power to bind the partnership, especially those partners acting with ostensible authority.

Third persons are not bound in entering into a contract with any of the two partners, to ascertain whether
or not this partner with whom the transaction is made has the consent of the other partner. There is a
general presumption that each individual partner is an agent for the firm and that he has authority to bind
the firm in carrying on the partnership transactions.
Ortega vs CA G.R. No. 109248 July 3, 1995

Facts:
The law firm of Ross, Lawrence, Selph & Carrascoso was duly registered in the Mercantile Registry and
reconstituted with the Securities and Exchange Commission. Through the years, there were several
amendments to the Articles of Partnership and firm name. The firm name was last changed into Bito,
Misa & Lozada. Petitioner Ortega, a junior partner, withdrew from the firm because of unfair treatment to
employees. Petitioner filed with the SEC a petition for dissolution and liquidation of partnership. The
hearing officer rendered a decision ruling that petitioner's withdrawal from the law firm did not dissolve
the said partnership. SEC en banc reversed the decision of the hearing officer and held that the
withdrawal of private respondent Atty. Misa had dissolved the partnership of Bito, Misa & Lozada. Being
a partnership at will, the law firm could be dissolved by any partner at anytime, such as by his
withdrawal, regardless of good faith or bad faith, since no partner can be forced to continue in the
partnership against his will. Atty. Misa asked for an appointment of a receiver to take over the assets of
the dissolved partnership and to take charge of the winding up of its affairs. Respondent SEC denied the
MR, rejected the petition for receivership, and remanded the case to the hearing officer. During the
pendency of the case with the CA, Atty. Bito and Atty. Lozada both passed away. The death of the two
partners, as well as the admission of new partners, in the law firm prompted Atty. Misa to renew his
application for receivership expressing concern over the need to preserve and care for the partnership
assets.
The CA affirmed the SEC decision. CA further ruled that Atty. Misa's withdrawal from the partnership
had changed the relation of the parties and caused the dissolution of the partnership; that such withdrawal
was not in bad faith; that the liquidation should be to the extent of Atty. Misa's interest or participation in
the partnership which could be computed and paid in the manner stipulated in the partnership agreement;
The case should be remanded to the SEC Hearing Officer for the corresponding determination of the
value of Attorney Misa's share in the partnership assets; that the appointment of a receiver was
unnecessary as no sufficient proof had been shown to indicate that the partnership assets were in any such
danger of being lost, removed or materially impaired.