Idos v. CA G.R. NO. 110782, September 25, 1998, Quisumbing, J.

Facts:
In 1985, Eddie Alarilla and Irma Idos formed a partnership which they decided to
terminate after a year. To pay Alarillas share of the asset, Idos issued 4 post
dated checks. Alarilla was able to encash the first, second and fourth checks but
the third was dishonored for insufficiency of funds. He demanded payment but
Idos failed to pay. She claimed that the checks were issued as assurance of
Alarillas share in the assets of the partnership and that it was supposed to be
deposited until the stocks were sold. He filed an information for violation of BP
blg. 22 against Idos in which she was found guilty by the trial court.
Issue: Did the court confused and merged into one the legal concepts of
dissolution, liquidation and termination of a partnership?
Ruling: The partners agreement to terminate the partnership did not
automatically dissolve the partnership. They were in the process of winding-up
when the check in question was issued. The best evidence of the existence of the
partnership, which was not yet terminated were the unsold goods and
uncollected receivables which were presented to the trial court. Article 1829 of
the Civil Code provides that on dissolution the partnership is not terminated but
continues until the winding-up of partnership affairs is completed. Since the
partnership has not been terminated, Idos and Alarilla remained co-partners. The
check was issued by petitioner to respondent as would a partner to another and
not as a payment by debtor to creditor. Thus, absent the first element of the
complained offense, the act is not punishable by the statute.

YU v. NLRC gr no 97212 June 30 1993

FACTS:
Petitioner Benjamin Yu was formerly the Assistant General Manager of the
marble quarrying and export business operated by a registered partnership "Jade
Mountain Products Company Limited" ("Jade Mountain"). The partnership was
originally organized on 28 June 1984 with Lea Bendal and Rhodora Bendal as
general partners and Chiu Shian Jeng, Chen Ho-Fu and Yu Chang, as limited
partners. In 1988, without the knowledge of Benjamin Yu, the general
partners Lea Bendal and Rhodora Bendal sold and transferred their interests in
the partnership to private respondent Willy Co and to one Emmanuel Zapanta.
Mr. Yu Chang, a limited partner, also sold and transferred his interest in the
partnership to Willy Co. between Mr. Emmanuel Zapanta and himself, private
respondent Willy Co acquired the great bulk of the partnership interest. The
partnership now constituted solely by Willy Co and Emmanuel Zapanta continued
to use the old firm name of Jade Mountain. Petitioner was informed by Willy Co
that the latter had bought the business from the original partners and that it was
for him to decide whether or not he was responsible for the obligations of the old
partnership. Petitioner was in fact not allowed to work anymore in the Jade
Mountain business enterprise. His unpaid salaries remained unpaid.
On 21 December 1988, Benjamin Yu filed a complaint for illegal dismissal and
recovery
of
unpaid
salaries
ISSUE:
Whether the partnership which had hired petitioner Yu as Assistant
General Manager had been extinguished and replaced by a new partnership
composed
of
Willy
Co
and
Emmanuel
Zapanta
HELD:
Yes, the partnership which hired Yu was extinguished and replaced by a
new
partnership.
In the case at bar, just about all of the partners had sold their partnership
interests (amounting to 82% of the total partnership interest) to Mr. Willy Co and
Emmanuel Zapanta. The record does not show what happened to the remaining
18% of the original partnership interest. The acquisition of 82% of the
partnership interest by new partners, coupled with the retirement or withdrawal
of the partners who had originally owned such 82% interest, was enough to
constitute
a
new
partnership
In the ordinary course of events, the legal personality of the expiring partnership
persists for the limited purpose of winding up and closing of the affairs of the
partnership.
In other words, the new partnership simply took over the business enterprise
owned by the preceding partnership, and continued using the old name of Jade
Mountain Products Company Limited, without winding up the business affairs of
the old partnership, paying off its debts, liquidating and distributing its net
assets, and then re-assembling the said assets or most of them and opening a
new
business
enterprise.
The new partnership itself which continued the business of the old, dissolved,
one, are liable for the debts of the preceding partnership.