Gregorio Ortega vs Court of Appeals

GR No 109248, July 3, 1996

Vitug

Facts:

The law firm Ross, Lawrence, Selph and Carrascoso is a registered and is
reconstituted with the Security and Exchange Commission. The articles of the
partnership undergone multiple amendments as the firm changers its name
once in awhile. In 1980, petitioner joined the Miso, Bito and Lozaga firm.

In 1988, he wrote a letter to respondents informing them of his withdrawal

from the firm and demanded for the liquidation of his part. He also filed with
the SEC a petition for the dissolution and liquidation of partnership. The
hearing officer held that his withdrawal from the firm does not dissolve the
partnership. The SEC en banc reversed the decision and held that the
withdrawal of Miso dissolved the partnership. The Court of Appeals affirmed in
toto.

Issue: Whether or not the withdrawal of Miso dissolved the partnership

Ruling: The court ruled in the affirmative.

The court ruled that the existence of the partnership is dependent on the
mutual desire and consent of the partners. The right to choose with whom a
person wants to associate himself with is the very essence of partnership. Any
one in the partnership, who shall act in good faith can dictate the dissolution
of partnership.

Liquidation of assets is governed by the Civil Code, however, since the

partnership has its own clause therefore, it shall govern. Due to the absence
of bad faith, Miso is not liable for damages.

The Supreme Court affirmed the decision.