Kezea Katrina Andrada LPS 3101 Group 2

Aniceto G. Saludo, Jr., petitioner, VS. Philippine National Bank, respondent

GR No. 193138, August 20, 2018

FACTS:

Saludo Agpalo Fernandez and Aquino (SAFA) Law Office on June 11, 1998 entered into a Contract
of Lease with Philippine National Bank (PNB), where SAFA will occupy 632 sq. m in the second floor
of the PNB Financial Building in Quezon City for three years. This is with a monthly rental fee subject
to a yearly escalation rate of 10%. However, SAFA Law Office remained occupation in the premises
until February 2005, despite the Contract of Lease being expired and stopped paying the monthly
rental as well.
Petitioner’s Point/s:
➢ Amendment complaint was for accounting or re-computation of unpaid rentals and damages
against PNB in relation to the Contract of Lease that of September 1, 2006.
➢ SAFA is neither a legal entity nor a party litigant, but only a relationship or association of
lawyers and a single proprietorship that can only be sued through its owner or proprietor, so a
motion to dismiss counterclaims was filed on October 23, 2006.
Respondent’s Point/s:
• Motion to include SAFA Law Office, an indispensable party as plaintiff, even vouching Mr.
Saludo’s move to include SAFA Law Office as principal plaintiff since the lessee is the firm and
Saludo signed only as managing partner of the law firm in the contract, that of October 4, 2006.
• October 13, 2006 a counterclaim seeking payment in the sum of P25, 587, 838.09 is
representing the overdue rentals.
• The motion for reconsideration filed on February 5, 2007 was an alleged claim that SAFA
should be included as co-plaintiff since it is the principal party to the Contract.
On January 11, 2007, RTC issued an Omnibus Order that denies PNB’s motion to include
indispensable party as plaintiff, that granted Saludo’s motion to dismiss the counterclaims.
RTC denied the motion for reconsideration filed by PNB. As PNB filed a petition for certiorari with the
CA on February 8, 2010, CA ruled order granting Saludo’s motion to dismiss counterclaim is not
appealable until after judgment shall have been rendered on Saludo’s complaint. CA held that SAFA
is not an indispensable party. As a partnership, it may sue or be sued by its duty authorized
representative or even by its name.

ISSUE/S:

1. Whether or not SAFA Law Office is a partnership and not sole proprietorship.
2. Whether or not SAFA Law Office has juridical capacity.
3. Whether or not SAFA Law Office must be in the plaintiff

RULING/S:

Petition denied.
• YES. Signing of the Articles of Partnerships by SAFA law partners, Atty. Saludo, Jr. as
managing partner, Atty. Ruben E. Agpalo, Atty. Filemon L. Fernandez and Atty. Amado D.
Aquino, conforms to the partnership in the civil code. In the signing of the legal document, the
notion of partnership is already a given instruct that allows them to share profit where earnings
Kezea Katrina Andrada LPS 3101 Group 2

by partners contribute to the capital of the law office. Moreover, there was an established
partnership already in the event of their signing therefore the petitioner’s point on sole
proprietorship is bereft of merit. The partners’ initial capital of P500,000.00 conforms to the
Articles of Partnership with the SEC registration and Article 1772 of the Civil Code as well.
Therefore, SAFA Law Office is a partnership.
• YES. A juridical personality is acquired by operation of law in the provisions on partnership in
the Civil Code, where the SAFA Law Office as a partnership constitutes. In relation to the CA’s
reference to the US case, ruling cannot be applied since laws on their partnerships are in
contrast to the Philippine laws. Therefore, the practice of law in partnerships in the Philippines
should have a conflict with Articles 44 and 1758 of the Civil Code to have a legal entity that
stated partnership having a juridical personality distinct and separate from its partners.
• YES. Being the real party interest in this case, SAFA Law Office must be included in the
plaintiff. As it being a signatory to the Contract with the respondent, the law office is liable to
pay for the unpaid fees.