Professional Documents
Culture Documents
The Secretary of Agriculture and Natural Resources rendered a decision ordering Casteel to be
reinstated in the area and that he shall pay for the improvement made thereupon.
Sometime in January 1951 Nicanor Casteel forbade Inocencia Deluao from further
administering the fishpond, and ejected the latter's representative (encargado), Jesus Donesa,
from the premises.
ISSUE:
Whether the reinstatement of Casteel over the subject land constitute a dissolution of the
partnership between him and Deluao
HELD:
Yes, the reinstatement of Casteel dissolved his partnership with Deluao.
The Supreme Court ruled that the arrangement under the so-called "contract of service"
continued until the decision both dated Sept. 15, 1950 were issued by the Secretary of
Agriculture and Natural Resources in DANR Cases 353 and 353-B.
This development, by itself, brought about the dissolution of the partnership. Since the
partnership had for its object the division into two equal parts of the fishpond between the
appellees and the appellant after it shall have been awarded to the latter, and therefore it
envisaged the unauthorized transfer of one half thereof to parties other than the applicant Casteel,
it was dissolved by the approval of his application and the award to him of the fishpond.
The approval was an event which made it unlawful for the members to carry it on in partnership.
Moreover, subsequent events likewise reveal the intent of both parties to terminate the
partnership because each refused to share the fishpond with the other.
decision of probate court was set aside for failure to include the indispensable parties. New
pleadings were filed. The second amended complaint prays for the annulment of the sale in favor
of Sycip and Lee and their subsequent conveyance to Insular Development. The complaint was
dismissed by the lower court hence this appeal.
ISSUE/S:
Whether or not a widow or substitute become also a general partner or only a limited partner.
Whether or not the lower court err in holding that the widow succeeded her husband Tan Sin An
in the sole management of the partnership upon Tans death Whether or not the consent of the
other partners was necessary to perfect the sale of the partnership properties to Sycip and Lee?
HELD:
Kong Chai Pin became a mere general partner. By seeking authority to manage partnership
property, Tan Sin Ans widow showed that she desired to be considered a general partner. By
authorizing the widow to manage partnership property (which a limited partner could not be
authorized to do), Goqulay recognized her as such partner, and is now in estoppel to deny her
position as a general partner, with authority to administer and alienate partnership property. The
articles did not provide that the heirs of the deceased would be merely limited partners; on the
contrary, they expressly stipulated that in case of death of either partner, the co partnership will
have to be continued with the heirs or assignees. It certainly could not be continued if it were to
be converted from a general partnership into a limited partnership since the difference between
the two kinds of associations is fundamental, and specially because the conversion into a limited
association would leave the heirs of the deceased partner without a share in the management.
Hence, the contractual stipulation actually contemplated that the heirs would become general
partners rather than limited ones.
It is not alleged in the complaint that such a liquidation has been effected nor is it prayed that it
be made. Consequently, there is no reason or cause for SONCUYA to institute the action for
damages which he claims from the managing partner DE LUNA
For a partner to be able to claim from another partner who manages the general copartnership, damages allegedly suffered by him by reason of the fraudulent administration
of the latter, a previous liquidation of said partnership is necessary.