WOODHOUSE V.

HALILI93 PHIL 526, July 31, 1953

FACTS: Woodhouse represented to Halili that he is the grantee of an exclusive
franchise to bottle and distribute Mission Dry products in the Philippines, when in
truth, he was only granted a 30-day option. After negotiations between them, they
entered into a partnership agreement where it was agreed upon that Woodhouse is
entitled to 30% of the profits. When Halili found out after their US trip that
Woodhouse is not such grantee, Halili did not execute the agreement they had.
Thus, Woodhouse filed a complaint for accounting of profits and execution of the
contract.
ISSUE: WON Halili could be compelled to execute the agreement
RULING: A contract to form a partnership cannot be executed. It entails an
obligation to do. The law recognizes the individuals freedom to do an act he has
promised to do, or not to do it, as he pleases. This is a very personal act of which
courts may not compel compliance, as it is considered as an act of violence to do
so.

LOZANO V. DEPAKAKIBO 107 PHIL 728, April 27, 1960

FACTS: Lozana and Depakakibo established a partnership for the purpose of
maintaining, operating, and distributing electric light and power in the Municipality
of Dumangas. The partnership is capitalized at the sum of P30, 000.00 where
Lozana agreed to furnish 60% while Depakakibo, 40%. However, the franchise for
venture in favor of Buenaflor was cancelled and revoked by the Public Service
Commission. Lozana thereafter sold Generator Buda [Lozanas contribution to the
partnership; no liquidation made] to Decologon. When the decision was appealed, a
temporary certificate of public convenience was issued in the name of Decolongon.
Depakakibo sold one Crossly Diesel Engine [Depakakibos contribution to the
partnership] to Spouses Jimenea and Harder. Lozana brought action against
Depakakibo alleging the latter wrongfully detained the Generator Buda and wooden
posts to which he is entitled to the possession of. Lozano prayed the properties be
delivered back to him.
ISSUES: W/N disposal of contribution of parties is allowed.
RULING: An equipment which was contributed by one of the partners to the
partnership becomes the property of the partnership and as such cannot be
disposed of by the party contributing the same without the consent of the
partnership or the other partner.

MORA ELECTRIC CO. V. MATIC 68 PHIL 356, June 26, 1939

FACTS: Matic obtained from Manila City a concession to provide the lighting system
of Manila cemeteries on All Souls Day of 1934. The amount was P8,773 to be
guaranteed by Luzon Surety Co. Matic then authorized Quiogue to contract with
Mora Electric Co., Inc. for the installation materials and labor, and that both are
under the duty to pay P8,773 to the City of Manila (which Mora Electric was to take
from the payment made to it by Matic and Quiogue). When the business failed, the
parties did not pay the amount due to the City. Luzon Surety had to pay the said
amount, and so it filed a suit of recovery against Matic and Quiogue. Both
respondents also filed an action against Mora to recover P8,773 from the latter.
ISSUE: WON mora electric is liable to pay the city of Manila as stipulated in the
contract
RULING: The amount sought to be recovered is not claimed as a loss or profit, but
as the contribution which petitioner bound itself to make to the partnership and
which it was under a duty to pay, although it was paid instead by M and Q. The
liquidation of the partnership is not now being sought. Indeed, there is no reason for
such liquidation. While it is mentioned in the appealed decision that the business
produced a relevant amount, it doesnt appear that the parties have made a report,
as they have agreed to do, and it is not possible to determine whether there was a
profit or loss and what is the extent thereof and the measure of the respective
liability or benefit

SANCHO V. LIZARRAGA 55 PHIL 601, February 6, 1931

FACTS: Sancho and Lizarraga entered into a contract of partnership. Sancho
thereafter brought an action for the rescission of the partnership and prayed for the
reimbursement of the P 50, 000 investment he contributed with interest at 12% per
annum against Lizarraga. Lizarraga denied allegations and asked for the dissolution
of their partnership and payment to him as manager and administrator of the
partnership of P500 monthly from October 15, 1920 [the day the contract was
entered into] until final dissolution.
ISSUE: W/N plaintiff acquired the right to demand rescission of the partnership
contract according to article 1124 of the Civil Code.
RULING: Owing to the failure of a partner to pay the partnership the whole amount
which he bound himself to pay, he becomes indebted to it for the remainder, with
interest and any damages occasioned thereby, but the plaintiff didnt thereby
acquire the right to demand rescission of the partnership contract.