Professional Documents
Culture Documents
L-22825
February 14, 1925
TESTATE ESTATE OF LAZARO MOTA, deceased, ET AL.,
plaintiffs-appellants,
vs. SALVADOR SERRA, defendant-appellee.
VILLAMOR, J.:
FACTS:
Ps and D entered into a contract of partnership for the
construction & exploitation of a railroad line from
the "San Isidro" and "Palma" centrals to the place
known as "Nandong."
The original capital stipulated was P150,000.
It was covenanted that the parties should pay this
amount in equal parts & the plaintiffs were
entrusted w/ the administration of the partnership.
However, the agreed capital of P150,000 did not prove
sufficient since the expenses reached P 226, 092
So D entered into a contract of sale with Venancio
Concepcion, Phil. C. Whitaker, and Eusebio R. de
Luzuriaga, whereby he sold to the latter the estate
and central known as "Palma" with its running
business, all the improvements, machineries &
buildings.
Before delivery of the haciendato the purchasers, de
Luzuriaga renounced all his rights under the
contract of Messrs. Concepcion & Whitaker.
This gave rise to the fact that Concepcion, Whitaker &
Def executed another deed of absolute sale of the
said
"Palma"
Estate
for
the
amount
of
P1,695,961.90, of which the vendor received at the
time of executing the deed the amount of
P945,861.90, & the balance was payable by
installments in the form and manner stipulated in
the contract.
The purchasers guaranteed the unpaid balance of the
purchase price by a first & special mortgage in favor
of the vendor upon the hacienda & the central with
all the improvements, buildings, machineries, and
appurtenances then existing on the said hacienda.
Messrs. Phil. C. Whitaker and Venancio Concepcion, in
Clause 6 of the deed, expressed awareness of
contract of partnership and their willingness to
subrogate themselves into the obligations therefor.
Thereafter, Concepcion & Whitaker also bought from
Mota et al. the of the railroad line and they
agreed that the partnership "Palma" and "San
Isidro," formed between Serra & Mota et al, should
be totally cancelled and of no force and effect
whatever.
The price of this sale was P237,722.15, excluding any
amount which the D might be owing to the Ps.
ISSUE:
W/N Defendant is exempt from his obligation from
the partnership on the ground that the partnership
was dissolved?
Ruling:
Side notes:
NOVATION
Serra: By the substitution of the debtor with
the consent of the creditor, the obligation of
Serra to pay his obligation under the contract
of partnership was extinguished since there
was a novation of the contract
SC: There was no novation. There was none
intended; Mota et. al have not expressly
consented to the substitution of Serra.
It should be noted that in order to give
novation its legal effect, the law requires that
the creditor should consent to the substitution
of a new debtor. This consent must be given
expressly for the reason that, since novation
extinguishes the personality of the first debtor
who is to be substituted by new one, it implies
on the part of the creditor a waiver of the right
that he had before the novation which waiver
must be express
The fact that Phil. C. Whitaker and Venancio
Concepcion were willing to assume the Serra's
obligation to Mota et al. is of no avail, if the
latter have not expressly consented to the
substitution of the first debtor.
Letter presented as proof of alleged consent of
Mota et. al to the substitution of Whitaker &
Concepcion only shows that they asked the two
to be their new partners (not substituted). It
is natural that Mota et al. should have done
this. Still, there was nothing to show the
express consent, the manifest and deliberate
intention of Estate of Mota et al. to exempt
Serra from his obligation and to transfer it to
his successors in interest, Whitaker &
Concepcion.
o Serra transferred his hacienda to C.
Whitaker & Concepcion and made it
known to Mota et al. that the new
owners would hold themselves liable
for the cost of constructing the said
railroad line. Mota et al. could not
prevent the Serra from selling to them
his "Hacienda Palma" with the rights
that he had over the railroad in
question.
o Serra ceased to be a partner in
said line and, therefore, Mota et
al. had to take the vendees as
their new partners.
o Mota et al. had to come to an
understanding with the new owners of
FACTS:
2)
3)
2.
3.
The Case
Appellant's MR of SCS main decision w/c
upheld the validity of the sale of the lands owned
by the partnership Goquiolay& Tan Sin An, made
in 1949 by the widow of the managing partner,
Tan Sin An (Executed in her dual capacity as
Administratrix of the husband's estate and as
partner in lieu of the husband), in favor of the
buyers Washington Sycip and Betty Lee for the
following consideration:
OPTIONAL
ISSUE:
HELD:
(1) The widow became more than a limited partner.
The widow was not a mere agent,
because she had become a partner upon her
husband's death, as expressly provided by
the articles of copartnership. By succession
to her husband, Tan Sin An, the widow only
became a limited partner, BUT Goquiolay's
authorization to manage the partnership
In this case, 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 assigns. 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 have the heirs of the
deceased partner without a share in the management.
Hence, the contractual stipulation does actually
contemplate that the heirs would become general
partners rather than limited ones.
Of course, the stipulation would not bind the heirs of
the deceased partner should they refuse to assume
personal and unlimited responsibility for the
obligations of the firm. The heirs, in other words,
cannot be compelled to become general partners
against their wishes. But because they are not so
compellable, it does not legitimately follow that they
may not voluntarily choose to become general
partners, waiving the protective mantle of the general
laws of succession.
The heir here never was a limited partner, but
chose to be, and became, a general partner right
at the start.